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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| Ordinary Participation Certificates ( Certificados de Participación Ordinarios ), or CPOs, each CPO representing two Series A shares and one Series B share, traded in the form of American Depositary Shares, or ADSs, each ADS representing ten CPOs. |
CX | New York Stock Exchange |
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| Emerging growth company | ☐ |
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U.S. GAAP ☐
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International Financial Reporting Standards as issued by the International Accounting Standards Board ☑
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TABLE OF CONTENTS
| PART I | 11 | |||
| Item 1—Identity of Directors, Senior Management and Advisors |
11 | |||
| 11 | ||||
| 11 | ||||
| 56 | ||||
| 165 | ||||
| 167 | ||||
| 272 | ||||
| 314 | ||||
| 317 | ||||
| 318 | ||||
| 320 | ||||
| Item 11—Quantitative and Qualitative Disclosures About Market Risk |
334 | |||
| Item 12—Description of Securities Other Than Equity Securities |
334 | |||
| PART II | 336 | |||
| 336 | ||||
| Item 14—Material Modifications to the Rights of Security Holders and Use of Proceeds |
336 | |||
| 336 | ||||
| 337 | ||||
| 337 | ||||
| 337 | ||||
| 339 | ||||
| Item 16D—Exemptions from the Listing Standards for Audit Committees |
340 | |||
| Item 16E—Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
340 | |||
| 340 | ||||
| 340 | ||||
| 346 | ||||
| Item 16I—Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
346 | |||
| 346 | ||||
| 346 | ||||
| Part III | III-1 | |||
| III-1 | ||||
| III-1 | ||||
| III-1 | ||||
| INTRODUCTION |
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INTRODUCTION
Cemex, S.A.B. de C.V. is incorporated as a publicly traded variable stock corporation (sociedad anónima bursátil de capital variable) organized under the laws of the United Mexican States (“Mexico”). Except as the context otherwise may require, references in this annual report to “Cemex,” the “Company,” “we,” “us” or “our” refer to Cemex, S.A.B. de C.V. and its consolidated entities. See note 1 to our 2024 audited consolidated financial statements included elsewhere in this annual report.
Presentation of Financial Information
The audited consolidated financial statements of Cemex, S.A.B. de C.V. included elsewhere in this annual report have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).
The regulations of the U.S. Securities and Exchange Commission (the “SEC”) do not require foreign private issuers that prepare their financial statements based on IFRS (as issued by the IASB) to reconcile such financial statements to United States Generally Accepted Accounting Principles (“U.S. GAAP”).
Unless otherwise indicated, references in this annual report to “$” and “Dollars” are to United States Dollars, references to “€” are to Euros, references to “£,” “Pounds Sterling” and “Pounds” are to British Pounds, and references to “Ps,” “Mexican Pesos” and “Pesos” are to Mexican Pesos. References to “billion” mean one thousand million. References in this annual report to “CPOs” are to Cemex, S.A.B. de C.V.’s Ordinary Participation Certificates (Certificados de Participación Ordinarios), each CPO represents two Series A shares (as defined below) and one Series B share (as defined below) of Cemex, S.A.B. de C.V. References to “ADSs” are to American Depositary Shares of Cemex, S.A.B. de C.V., each ADS represents 10 CPOs.
Unless otherwise indicated, all information in this annual report excludes (i) our operations in Guatemala and the Philippines, which we disposed of in September 2024 and December 2024, respectively, and (ii) our operations in the Dominican Republic, which we entered into a definitive agreement to dispose of in August 2024. For the years ended December 31, 2023 and 2022 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” For the years ended December 31, 2023 and 2022 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” As of December 31, 2024, the assets and liabilities related to our operations in the Dominican Republic are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively. For the years ended December 31, 2022, 2023 and 2024, our operations in the Dominican Republic are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” For the period from January 1 to October 25, 2022 our Neoris’ operations are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” For the period from January 1 to August 31, 2022, our operations in Costa Rica and El Salvador are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” See “Item 5—Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5—Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information. Also see note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of our Operations in the Dominican Republic” for information related to the closing divestiture of our Dominican Republic operations.
CEMEX • 2024 20-F REPORT • 1
| INTRODUCTION |
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See notes 17.1, 17.2 and 29.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report for a detailed description of our debt and other financial obligations. Total debt plus other financial obligations differs from the calculation of debt under our main credit agreements, dated as of October 29, 2021 (as last amended on October 30, 2023 and as further amended and/or restated from time to time, the “Amended 2021 Credit Agreement”); dated as of December 20, 2021 (as last amended on December 6, 2023 and as further amended and/or restated from time to time, the “Mexican Peso Banorte Agreement”); and dated as of October 7, 2022 (as last amended on April 11, 2024 and as further amended and/or restated from time to time, the “2022 EUR Credit Agreement,” and collectively with the Amended 2021 Credit Agreement and the Mexican Peso Banorte Agreement, the “Credit Agreements”). See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Indebtedness” for more information. In Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report, we refer to the Amended 2021 Credit Agreement as the 2023 Credit Agreement.
On June 5, 2023, we fully redeemed the 7.375% Dollar-denominated notes due 2027 (the “June 2027 Dollar Notes”). During the year ended December 31, 2023, the difference between the amount paid for such notes and the notional amount redeemed, net of transactional cost, generated a repurchase loss of $38 million, recognized in the statement of income. During the year ended December 31, 2022, pursuant to tender offers and other market transactions, we partially repurchased different series of our notes for an aggregate notional amount of $1,172 million. The difference between the amount paid for such notes and the notional amount redeemed, net of transactional costs, generated a repurchase gain of $104 million, recognized in the statement of income for the year ended December 31, 2022.
Under IAS 32, Financial Instruments: Presentation (“IAS 32”), we concluded that our outstanding Subordinated Notes (as defined below) do not meet the definition of financial liability, and consequently are classified in controlling interest stockholders’ equity within Other equity reserves. See note 21.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report for a detailed description of the Subordinated Notes.
We also refer in various places within this annual report to non-IFRS measures, including “Operating EBITDA.” “Operating EBITDA” equals operating earnings before other expenses, net, plus depreciation and amortization expenses, as more fully explained in “Item 5—Operating and Financial Review and Prospects—Results of Operations—Selected Consolidated Financial Information.” Additionally, we refer to “Operating EBITDA Margin,” which is calculated by dividing our “Operating EBITDA” by our revenues. The presentation of these non-IFRS measures is not meant to be considered in isolation or as a substitute for Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial results prepared in accordance with IFRS as issued by the IASB.
We have approximated certain numbers in this annual report to their closest round numbers or a given number of decimal places. Due to rounding, figures shown as totals in tables may not be arithmetic aggregations of the figures preceding them.
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Certain Technical Terms
When used in this annual report, the terms set forth below mean the following:
| • | Additives refer to any material (primarily inorganic) that is added to either cement/binders or concrete to achieve a specific target (e.g., alter flow properties, substitute clinker/cement, etc.). In the United States, these materials are often referred to as “inorganic processing additions,” while in Europe, these materials are commonly known as “other constituents.” |
| • | Admixtures refer to any chemical product (primarily organic molecules) that is added or applied to (our core business products) cement/binders, concrete, or aggregates to achieve a targeted performance. |
| • | Aggregates are inert granular materials, such as stone, sand, and gravel, which are obtained from land-based sources (mainly mined from quarries) or by dredging marine deposits. While they can influence concrete’s strength, aggregates play a key role in optimizing the mix by occupying volume and reducing the amount of cement needed, allowing the concrete to achieve the required strength more efficiently and cost-effectively. |
| • | Cement is a glue, acting as a hydraulic binder, meaning it hardens when water is added. Cement’s central use is to bind together the ingredients of concrete – sand and aggregates. Cement itself is a fine powder that is made by first crushing and then heating limestone or chalk, with a few other natural materials, including clay or shale, added. The ground base materials are heated in a rotating kiln to a temperature of up to 1,450 degree Celsius, or as hot as volcanic lava. |
| • | Concrete is a mixture of cement, water and aggregates (e.g., sand and gravel, crushed stone or recycled concrete) and often includes small amounts of admixtures. The exact ratios and mix, and type of aggregate use depends on the intended use. Concrete is an extremely strong, durable and resilient material that can be used in a variety of ways (i.e., shelter, housing, providing clean water and sanitation, transport, business and commerce). |
| • | Cement mill (also called “finish mill” in the United States) is a piece of equipment used to reduce the size of the materials needed for cement production, usually to microns size (1 micron is equal to 0.001 millimeters). Traditionally, cement mills have adopted the form of ball mills. Vertical roller mills, which are more effective in terms of energy consumption compared to ball mills, are being gradually introduced to our operations in the United States, Mexico, Europe, the Middle East, and other regions in which we operate. |
| • | Clinker is the main raw material used to produce portland cement, consisting of at least two-thirds by mass of calcium silicates. It is formed through a high-temperature solid-state reaction known as “clinkering,” in which a mix typically composed of limestone, clay, and iron oxide is heated in a rotary kiln at around 1,450 degrees Celsius. One ton of clinker is used to produce approximately 1.32 tons of gray portland cement. |
| • | CO2, or carbon dioxide, is a chemical compound with the chemical formula CO2. It is a greenhouse gas, which means it contributes to the warming of the Earth’s atmosphere by trapping heat that would otherwise escape into space. |
| • | CO2 emissions refer to the release of CO2 into the atmosphere as a result of our direct and indirect activities. These activities, which are responsible for most of our CO2 that is released, include the burning of fossil fuels (such as coal, gas, diesel or alternative fuels), and emissions derived from the decarbonization of limestone (process emissions). |
| • | Fly ash is a combustion residue from coal-fired power plants with cementitious capabilities when mixed with Clinker and can be used as a supplementary cementitious material. |
| • | Gray Ordinary Portland Cement or Gray Cement, is a hydraulic binding agent with a traditional composition by weight of approximately 90% to 95% clinker and up to 5% of a minor component (usually calcium sulfate and |
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| limestone). Blended portland cement has lower clinker factor, usually below 90%, which results in lower CO2 emissions. Both traditional and blended portland cement, when mixed with sand, stone or other aggregates and water, produce concrete. |
| • | Ground Granulated Blast Furnace Slag is a by-product generated in blast furnaces used for smelting to produce pig-iron. When mixed with clinker, it exhibits cementitious properties and can be used as a supplementary cementitious material. |
| • | Petroleum coke or pet coke is a by-product of the oil refining coking process that can be incorporated into the cement production process as fuel, in substitution of other primary fuels such as natural gas or coal. |
| • | Ready-mix concrete is a mixture of cement, aggregates, admixtures and water that is produced through a central batching process and transferred to a ready-mix truck for delivery or is mixed directly in the ready-mix truck and produced through a dry batching process. |
| • | Tons means metric tons. One metric ton equals 1.102 short tons. |
| • | Urbanization Solutions is one of our four core businesses. It is a business that complements our value offering of products and solutions, looking to connect with the broader metropolis ecosystem, address urbanization challenges, and provide means to all stakeholders in the construction value chain to enable sustainable urbanization by focusing on four market segments: performance materials, circularity, industrialized construction, and related services. |
| • | White cement is a special portland cement used primarily for decorative purposes with the same or higher performance of gray portland cement. The white color of the cement is typically, but not always, achieved by reducing the iron-bearing phases in clinker to a minimum. |
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Cautionary Statement Regarding Forward-Looking Statements
This annual report contains, and the reports we will file or furnish in the future may contain, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We intend these forward-looking statements to be covered by the “safe harbor” provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, these statements can be identified by the use of forward-looking words such as, but not limited to, “will,” “may,” “assume,” “might,” “should,” “could,” “continue,” “would,” “can,” “consider,” “anticipate,” “estimate,” “expect,” “envision,” “plan,” “believe,” “foresee,” “predict,” “potential,” “target,” “goal,” “strategy,” “intend,” “aimed,” or other forward-looking words. These forward-looking statements reflect, as of the date such forward-looking statements are made, unless otherwise indicated, our expectations and projections about future events based on our knowledge of present facts and circumstances, and assumptions about future events. These forward-looking statements and information are necessarily subject to risks, uncertainties, and assumptions, including but not limited to statements related to our plans, objectives, goals, targets and expectations (operative, financial or otherwise). Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to be correct, and actual results may vary, including materially, from historical results or results anticipated by forward-looking statements due to various factors. Some of the risks, uncertainties, assumptions, and other important factors that could cause results to differ, or that otherwise could have an impact on us or our consolidated entities, include, but are not limited to:
| • | changes in general economic, political and social conditions, including new governments and decisions implemented by such new governments, changes in laws or regulations in the countries in which we do business, elections, changes in inflation, interest and foreign exchange rates, employment levels, population growth, any slowdown in the flow of remittances into countries where we operate, consumer confidence, and the liquidity of the financial and capital markets in Mexico, the United States, the European Union (the “EU”), the United Kingdom or other countries in which we operate; |
| • | the cyclical activity of the construction sector and reduced construction activity in our end markets or reduced use in our end markets for our products; |
| • | our exposure to sectors that impact our and our clients’ businesses, particularly those operating in the commercial and residential construction sectors, and the public and private infrastructure and energy sectors; |
| • | volatility in pension plan asset values and liabilities, which may require cash or other contributions to the pension plans; |
| • | changes in spending levels for residential and commercial construction and general infrastructure projects; |
| • | the availability of short-term credit lines or working capital facilities, which can assist us in connection with market cycles; |
| • | any impact of not maintaining investment grade debt rating or not obtaining investment grade debt ratings from additional rating agencies on our cost of capital and on the cost of the products and services we purchase; |
| • | availability of raw materials and related fluctuating prices of raw materials, as well as of goods and services in general, in particular increases in prices of raw materials, good and services, as a result of inflation, trade barriers, measures imposed by governments or as a result of conflicts between countries that disrupt supply chains; |
| • | our ability to maintain and expand our distribution network and maintain favorable relationships with third parties who supply us with equipment, services and essential suppliers; |
| • | competition in the markets in which we offer our products and services; |
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| • | the impact of environmental cleanup costs and other remedial actions, and other environmental, climate and related liabilities relating to existing and/or divested businesses, assets and/or operations; |
| • | our ability to secure and permit aggregates reserves in strategically located areas in amounts that our operations require to operate or operate in a cost-efficient manner; |
| • | the timing and amount of federal, state, and local funding for infrastructure; |
| • | changes in our effective tax rate; |
| • | our ability to comply with regulations and implement technologies and other initiatives that aim to reduce and/or capture CO2 emissions and comply with related carbon emissions regulations in place in the jurisdictions where we have operations; |
| • | the legal and regulatory environment, including environmental, climate, trade, energy, tax, antitrust, sanctions, export controls, construction, human rights, and labor welfare, and acquisition-related rules and regulations in the countries and regions in which we operate; |
| • | the effects of currency fluctuations on our results of operations and financial condition; |
| • | our ability to satisfy our obligations under our debt agreements, the indentures that govern our outstanding Notes (as defined herein) and our other debt instruments and financial obligations, and also regarding our subordinated notes with no fixed maturity and other financial obligations; |
| • | adverse legal or regulatory proceedings or disputes, such as class actions or enforcement or other proceedings brought by third parties, government and regulatory agencies, including antitrust investigations and claims; |
| • | our ability to protect our reputation and intellectual property; |
| • | our ability to consummate asset sales or consummate asset sales in terms favorable to us, fully integrate newly acquired businesses, achieve cost-savings from our cost-reduction initiatives, implement our pricing and commercial initiatives for our products and services, and generally meet our business strategy’s goals; |
| • | the increasing reliance on information technology infrastructure for our sales, invoicing, procurement, financial statements, and other processes that can adversely affect our sales and operations in the event that the infrastructure does not work as intended, experiences technical difficulties, or is subjected to invasion, disruption, or damage caused by circumstances beyond our control, including cyber-attacks, catastrophic events, power outages, natural disasters, computer system or network failures, or other security breaches; |
| • | the effects of climate change, in particular reflected in weather conditions, including but not limited to excessive rain and snow, shortage of usable water, wildfires and natural disasters, such as earthquakes, hurricanes, tornadoes and floods, that could affect our facilities or the markets in which we offer our products and services or from where we source our raw materials; |
| • | trade barriers, including but not limited to tariffs or import taxes, including those imposed by the United States to key markets in which we operate, in particular, Mexico and the EU, and changes in existing trade policies or changes to, or withdrawals from, free trade agreements, including the United States-Mexico-Canada Agreement (the “USMCA”), and the overall impact that the imposition or threat of trade barriers may cause on the overall economy of the countries in which we do business or that are part of our global supply chain; |
| • | availability and cost of trucks, railcars, barges, and ships, terminals, warehouses, as well as their licensed operators, drivers, staff and workers, for transport, loading and unloading of our materials or that are otherwise a part of our supply chain; |
| • | labor shortages and constraints; |
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| • | our ability to hire, effectively compensate and retain our key personnel and maintain satisfactory labor relations; |
| • | our ability to detect and prevent money laundering, terrorism financing and corruption, as well as other illegal activities; |
| • | terrorist and organized criminal activities, social unrest, as well as geopolitical events, such as hostilities, war, and armed conflicts, including the current war between Russia and Ukraine, conflicts in the Middle East, and any insecurity and hostilities in Mexico related to illegal activities or organized crime and any actions any government takes to prevent these illegal activities and organized crime; |
| • | the impact of pandemics, epidemics, or outbreaks of infectious diseases and the response of governments and other third parties, which could adversely affect, among other matters, the ability of our operating facilities to operate at full or any capacity, supply chains, international operations, availability of liquidity, investor confidence and consumer spending, as well as the availability of, and demand for, our products and services; |
| • | changes in the economy that affect demand for consumer goods, consequently affecting demand for our products and services; |
| • | the depth and duration of an economic slowdown or recession, instability in the business landscape and lack of availability of credit; |
| • | declarations of insolvency or bankruptcy, or becoming subject to similar proceedings; |
| • | natural disasters and other unforeseen events (including global health hazards such as COVID-19); |
| • | our ability to implement our “Future in Action” climate action program and achieve our sustainability goals and objectives; and |
| • | the other risks and uncertainties described under “Item 3—Key Information—Risk Factors” and elsewhere in this annual report. |
Many factors could cause our expectations, expected results, and/or projections expressed in this annual report not being reached and/or not producing the expected benefits and/or results, as any such benefits or results are subject to uncertainties, costs, performance, and rate of success and/or implementation of technologies, some of which are not yet proven, among other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from historical results, performance, or achievements and/or results, performance, or achievements expressly or implicitly anticipated by the forward-looking statements, or otherwise could have an impact on us or our consolidated entities. Forward-looking statements should not be considered guarantees of future performance, nor the results or developments are indicative of results or developments in subsequent periods. Actual results of our operations and the development of market conditions in which we operate, or other circumstances or assumptions that may materialize, may differ materially from those described in, or suggested by, the forward-looking statements contained herein. Any or all of our forward-looking statements may turn out to be inaccurate and the factors identified above are not exhaustive. Accordingly, readers should not place undue reliance on forward-looking statements, as such forward-looking statements speak only as of the date on which they are made. The forward-looking statements and information contained in this annual report are made as of the date of this annual report and are subject to change without notice, and except to the extent legally required, we expressly disclaim any obligation or undertaking to update or revise any forward-looking statements in this annual report, whether to reflect new information, any change in our expectations regarding those forward-looking statements, any change in events, conditions, or circumstances on which any such statement is based, or otherwise. Readers should review future reports filed or furnished by us with the SEC, the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) (the “CNBV”) and the Mexican Stock Exchange (Bolsa Mexicana de Valores) (the “MSE”).
CEMEX • 2024 20-F REPORT • 7
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This annual report contains statistical data regarding, but not limited to, the production, distribution, marketing, and sale of cement, ready-mix concrete, clinker, aggregates, and Urbanization Solutions. We generated some of this data internally, and some was obtained from independent industry publications and reports, available as of the date of this annual report, that we believe to be reliable sources. We have not independently verified this data nor sought the consent of any organizations to refer to their reports in this annual report.
We act in strict compliance with antitrust laws and as such, among other measures, maintain an independent pricing policy that has been independently developed. Our core element is to price our products and services based on their quality and characteristics as well as their value to our customers. We do not accept any communications or agreements with competitors concerning the determination of its prices for products or services. Unless otherwise indicated, all references to prices, pricing initiatives, price increases or decreases pertain solely to our prices for our products.
This annual report includes certain non-IFRS financial measures that differ from financial information presented by Cemex in accordance with IFRS in its financial statements and reports containing financial information. These non-IFRS financial measures include “Operating EBITDA (operating earnings before other expenses, net plus depreciation and amortization)” and “Operating EBITDA Margin” (Operating EBITDA for the period divided by our revenues as reported in our financial statements). We consider the closest financial measure to Operating EBITDA in our financial statements under IFRS to be the line item of “Operating earnings before other expenses, net,” as Operating EBITDA adds depreciation and amortization to this line item. Our Operating EBITDA Margin is calculated by dividing our Operating EBITDA for the period by our revenues as reported in our financial statements. We believe there is no close IFRS financial measure to compare Operating EBITDA Margin. These non-IFRS financial measures are designed to complement and should not be considered superior to financial measures calculated in accordance with IFRS. Although Operating EBITDA and Operating EBITDA Margin are not measures of operating performance, an alternative to cash flows or a measure of financial position under IFRS, Operating EBITDA is the financial measure used by our management to review operating performance and profitability, for decision-making purposes and to allocate resources. Moreover, our Operating EBITDA is a measure used by our creditors to review our ability to internally fund capital expenditures, to service or incur debt and to comply with financial covenants under our financing agreements. Furthermore, our management regularly reviews our Operating EBITDA Margin by reportable segment and on a consolidated basis as a measure of performance and profitability. These non-IFRS financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. Non-IFRS financial measures presented in this annual report are being provided for informative purposes only and shall not be construed as investment, financial, or other advice.
The information, statements, and opinions contained in this annual report do not constitute a public offer under any applicable legislation, an offer to sell, or solicitation of any offer to buy any securities or financial instruments, or any advice or recommendation with respect to such securities or other financial instruments.
Cautionary Statement Regarding Environmental, Social, and Governance (“ESG”) and Sustainability-Related Data, Metrics, and Methodologies
This annual report includes non-financial metrics, estimates, or other information related to ESG and sustainability matters that are subject to significant uncertainties, which may include the methodology, collection, and verification of data, various estimates, and assumptions, and/or underlying data that is obtained from third parties, some of which cannot be independently verified.
The preparation of certain information on ESG and sustainability matters contained in this annual report requires the application of a number of key judgments, assumptions, and estimates. The reported measures in this annual report reflect good faith estimates, assumptions, and judgments at the given point in time.
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There is a risk that these judgments, estimates, or assumptions may subsequently prove to be incorrect and/or, to the extent legally required, may need to be restated or changed. In addition, the underlying data, systems, and controls that support non-financial reporting are generally considerably less sophisticated than the systems and internal control for financial reporting and rely on manual processes. This may result in non-comparable information between organizations and/or between reporting periods within organizations as methodologies continue to develop and/or be socialized. The further development of or changes to accounting and/or reporting standards could materially impact the performance metrics, data points, and targets contained in this annual report, and the reader may not be able to compare non-financial information performance metrics, data points, or targets between reporting periods on a direct like-for-like basis.
There is currently no single globally recognized or accepted, consistent or comparable set of definitions or standards (legal, regulatory, or otherwise), nor widespread cross-market consensus, of (i) what constitutes, a “green,” “social,” “sustainable,” or any other similarly-labelled activity, product, or asset; (ii) the precise attributes required for a particular activity, product, or asset to be defined as “green,” “social,” “sustainable” or any other similar label; or (iii) climate and sustainable funding and financing activities and their classification and reporting.
Therefore, there is little certainty, and no assurance or representation can be given, that our activities, products, or assets and/or reporting of such activities, products, or assets will meet any present or future expectations or requirements for describing or classifying such activities, products, or assets as “green,” “social,” “sustainable,” or any other similar label. We expect policies, regulatory requirements, standards, and definitions to continuously develop and evolve over time.
Cautionary Statement Regarding Forward-Looking ESG or Sustainability Statements
Certain sections in this annual report contain ESG- or sustainability-related forward-looking statements, such as aims, ambitions, estimates, forecasts, plans, projections, targets, goals and other metrics, including but not limited to: climate and emissions, Business and Human Rights, corporate governance, Research and Development (“R&D”) and partnerships, development of products and services that intend to address sustainability-related concerns and sustainability related targets/ ambitions when finalized, including the implementation of technologies and other initiatives that aim to reduce and/or capture CO2 emissions. These forward-looking statements also include references to specific programs, such as our “Future in Action” climate action program, as well various ESG-related indicators, objectives or metrics disclosed previously or that may be disclosed in the future, none of which are guarantees and any and all of which may ultimately not be achieved or may be abandoned at any time, whether in part, in full, or within any specific timeframe. There are many significant uncertainties, assumptions, judgements, opinions, estimates, forecasts and statements made of future expectations underlying these forward-looking statements which could cause actual results, performance, outcomes or events to differ materially from those expressed or implied in these forward-looking statements, which include, but are not limited to:
| • | the extent and pace of climate change, including the timing and manifestation of physical and transition risks; |
| • | the macroeconomic environment; |
| • | uncertainty around future climate-related policy, including the timely implementation and integration of adequate government policies; |
| • | the effectiveness of actions of governments, legislators, regulators, businesses, investors, customers, and other stakeholders to mitigate the impact of climate and sustainability-related risks; |
| • | changes in customer behavior and demand, changes in the available technology for mitigation and the effectiveness of any such technologies, as some of these new technologies may be unproven; |
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| • | the roll-out of low carbon infrastructure; |
| • | the availability and adoption of renewable energy within in our value chain; |
| • | the development of carbon capture, circular utilization, and sequestration technologies, including the adoption of cost-effective carbon-related technologies such as carbon capture, utilization, and storage (“CCUS”); |
| • | the availability of accurate, verifiable, reliable, consistent, and comparable climate-related data; |
| • | lack of transparency and comparability of climate-related forward-looking methodologies; |
| • | variation in approaches and outcomes, as variations in methodologies may lead to under or overestimates and consequently present exaggerated indication of climate-related risk; and |
| • | reliance on assumptions and future uncertainty (calculations of forward-looking metrics are complex and require many methodological choices and assumptions). |
Accordingly, undue reliance should not be placed on these forward-looking statements. Furthermore, changing national and international standards, industry and scientific practices, regulatory requirements, and market expectations regarding climate change, which remain under continuous development, are subject to different interpretations.
There can be no assurance that these standards, practices, requirements, and expectations will not be interpreted differently than our understanding when defining sustainability-related ambitions and targets or change in a manner that substantially increases the cost or effort for us to achieve such ambitions and targets.
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PART I
Item 1—IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
Item 2—OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
Item 3—KEY INFORMATION
Accelerating a Sustainable World
In 2024, we had a strong operational and strategic performance, demonstrating resilience amid evolving global dynamics. We delivered strong results with a resilient free cash flow generation, and successfully recovered from the extraordinary inflationary pressures of the last few years. Our performance is a testament to the focus and commitment of our employees worldwide.
Throughout 2024, we strengthened our financial position, regaining investment-grade status and enhancing strategic flexibility. This allowed us to launch a shareholder return program, including dividends, while advancing our bolt-on growth strategy and reinforcing our capital structure. We also continued optimizing our portfolio, with a substantial part of our revenues now originating from our operations in the United States, Mexico and Europe, which we believe are markets with strong long-term potential. As part of our portfolio reallocation strategy, during the year ended December 31, 2024 we announced the divestment of, or the entry into definitive agreements for the divestment of, our operations in the Philippines, the Dominican Republic and Guatemala, as well as our remaining minority stake in Neoris N.V. (“Neoris”).
In 2024, we made significant progress in our “Future in Action” climate action program, reinforcing our industry leadership in decarbonization and resource efficiency. At the same time, we accelerated our digital transformation, enhancing customer experience through Cemex Go and leveraging artificial intelligence (“AI”)-driven solutions to improve operations. Our Urbanization Solutions business continued its profitable expansion, reinforcing our role in sustainable urban development.
Despite a challenging macroeconomic landscape throughout 2024, including elections across multiple key markets, shifting infrastructure investment priorities, and the impacts of large-scale natural phenomena, we remained agile and well-positioned to capture emerging opportunities. We believe that we played a crucial role in numerous iconic projects worldwide, including major infrastructure developments in the United States, Mexico, Europe and other countries.
For the year ended December 31, 2024, we had revenues of $16.2 billion, a slight decrease compared to our revenues for the year ended December 31, 2023. Also, during the year ended December 31, 2024, we reduced our total debt plus other financial obligations by $806 million, as compared to 2023. Our leverage ratio, as calculated under the Credit Agreements, reduced by 0.25x as compared to December 31 2023, reaching 1.81x as of December 31, 2024. As of December 31, 2024, our total debt plus other financial obligations in our statement of financial position (which does not include $2,000 million aggregate principal amount of Subordinated Notes (as defined below)) decreased to $7,358 million (principal amount $7,388 million, excluding deferred issuance costs).
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Of relevance during the year ended December 31, 2024:
| • | On April 11, 2024, we successfully closed the refinancing of the 2022 EUR Credit Agreement, extending the maturity for the term loan facility to 2029 and setting the maturity for the new revolving credit facility to 2028. Following the refinancing, the credit facility consists of a €450 million 5-year term loan amortizing in five equal semi-annual payments starting in April 2027 and a €300 million 4-year committed revolving credit facility. The credit facility, denominated exclusively in Euros, has a floating interest rate of EURIBOR plus a leverage-based interest rate margin ranging from 1.40% to 2.15%, and maintains its previous financial covenants, consistent with an investment-grade capital structure, that allows a maximum leverage ratio of 3.75x throughout the life of the loan and a minimum interest coverage ratio of 2.75x. Cemex, S.A.B. de C.V.’s obligations thereunder are guaranteed by the Refinancing Guarantors (as defined elsewhere in this annual report). Debt under the 2022 EUR Credit Agreement was issued under the sustainability-linked financing framework (“SLFF”). |
| • | We achieved a significant portfolio rebalancing milestone with $2.2 billion in announced divestments. |
| • | We announced a progressive shareholder dividend program. |
| • | We regained our investment grade rating and achieved a leverage ratio of 1.81x as calculated under the Credit Agreements. |
Beyond exceptional financial results, we remain committed to health and safety and continue to have good results. In 2024, our employee Lost Time Injury (“LTI”) Frequency Rate was 0.6, with zero injuries across 87% of our sites globally. We believe these results demonstrate our continuous improvement commitment is producing positive outcomes as we aim toward our Zero4Life goal. We look forward to maintaining continuity and sustained growth under our renewed management team. This change comes at a time when Cemex is in a strong position, with a solid financial foundation, a clear strategic vision, and a firm commitment to innovation, sustainability and operational excellence, driving long-term value while contributing to a more resilient and sustainable environment.
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As required pursuant to the laws of Mexico, the following is a description of our debt securities listed in Mexico:
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INFORMATION ABOUT THE LONG-TERM NOTES (CERTIFICADOS BURSÁTILES A TASA VARIABLE)
(“Long-Term Notes 1”) ISSUED BY CEMEX, S.A.B. DE C.V.
AS OF DECEMBER 31, 2024
Amount of the Issuance of Original Long-Term Notes 1: Ps1,000,000,000.00.
Amount of the Issuance of Additional Long-Term Notes 1: Ps2,000,000,000.00.
Name of the Issuer: Cemex, S.A.B. de C.V.
Ticker: “CEMEX 23L”
Issue Number under the Program: First Issuance and First Reopening of First Issuance.
Issue Date of Original Long-Term Notes 1: October 5, 2023.
Issue Date of Additional Long-Term Notes 1: February 20, 2024.
Maturity Date: October 1, 2026.
Term of Original Long-Term Notes 1: 1,092 days.
Term of Additional Long-Term Notes 1: 954 days.
Interest Rate and Interest Calculation Method: The annual gross interest rate will be calculated by adding 0.45 percentage points to the rate known as the Mexican Interbank Equilibrium Interest Rate at a 28-day term.
Interest Payment Frequency: Every 28-days starting November 2, 2023.
Place and Form of Payment of Principal and Interest: The principal and ordinary interest accrued will be paid by electronic transfer of funds to the address of S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”), or, where appropriate, at the offices of Cemex, S.A.B. de C.V.
Redemption and Early Redemption: A single payment at their nominal value or, if applicable, at their Adjusted Nominal Value (as defined in the Long-Term Notes 1).
Guarantee: The Long-Term Notes 1 will be guaranteed, initially, by the following entities (the “Long-Term Notes 1 Guarantors” or “Refinancing Guarantors”): Cemex Concretos, S.A. de C.V. (“Cemex Concretos”), Cemex Corp. (“Cemex Corp”), Cemex Operaciones México, S.A. de C.V. (“COM”), and Cemex Innovation Holding Ltd. (“CIH”), but are not secured. Cemex, S.A.B. de C.V. shall have the right to release or replace any Long-Term Notes 1 Guarantor, or add new guarantors, provided that after such release, addition or replacement takes effect, the Minimum Endorsement (as defined in the Long-Term Notes 1) is satisfied.
Rating: Standard & Poor’s, S.A. de C.V. “mxAA” (payment capacity of Cemex, S.A.B. de C.V. to satisfy its financial commitments within the obligation is very strong compared to other issuers in the domestic market). Fitch México, S.A. de C.V. “AA(mex)” (very low risk level of default compared to other issuers or obligations in the same country).
Common Representative: CIBanco, S.A., Institución de Banca Múltiple (“Cibanco”).
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Depositary: Indeval.
Tax Regime: The applicable withholding rate with respect to interest paid under the Long-Term Notes 1 is subject: (i) for individuals or legal entities residing in Mexico for tax purposes, to the provisions of Articles 54, 55, 135, and other applicable laws of the current Income Tax Law; and (ii) for individuals and legal entities resident abroad for tax purposes, the provisions of Articles 153, 166, and other applicable laws of the current Income Tax Law. The current tax regime may be amended throughout the term of the issue.
Cemex, S.A.B. de C.V.’s policy on making decisions regarding changes of control during the term of the issue: Not applicable.
Cemex, S.A.B. de C.V.’s policy on making decisions regarding corporate restructurings, including acquisitions, mergers and spin-offs during the term of the issue: Cemex, S.A.B. de C.V. and the Long-Term Notes 1 Guarantors cannot merge, unless: (i) the merged or acquiring company assumes the obligations of the Issuer or the Long-Term Notes 1 Guarantor, as appropriate, under the Long-Term Notes 1, (ii) a Cause of Early Termination (as defined in the Long-Term Notes 1) does not occur under the Long-Term Notes 1 as a result of the merger or transfer, and (iii) the merged or acquiring company delivers to the Common Representative (as defined in the Long-Term Notes 1) a legal opinion stating that said merger or transfer complies with (i) and (ii) above.
Cemex, S.A.B. de C.V.’s policy on making decisions on the sale or creation of encumbrances on essential assets, specifying what such concept will include during the term of the issue: According to the provisions of the Long-Term Notes 1, Cemex, S.A.B. de C.V. shall not permit the constitution of any encumbrance on its assets, except (i) for Permitted Encumbrances (as defined in the Long-Term Notes 1), or (ii) where the Issuer’s obligations under the Long-Term Notes 1 are simultaneously guaranteed.
The net proceeds from the issuance of the Long-Term Notes 1 were applied towards total or partial repayment of the then-outstanding amount under the revolving credit facility of the Amended 2021 Credit Agreement.
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INFORMATION ABOUT THE LONG-TERM NOTES (CERTIFICADOS BURSÁTILES A TASA FIJA)
(“Long-Term Notes 2”) ISSUED BY CEMEX, S.A.B. DE C.V.
AS OF DECEMBER 31, 2024
Amount of the Issuance of Original Long-Term Notes 2: Ps5,000,000,000.00.
Amount of the Issuance of Additional Long-Term Notes 2: Ps3,500,000,000.00.
Name of the Issuer: Cemex, S.A.B. de C.V.
Ticker: “CEMEX 23-2L”
Issue Number under the Program: Second Issuance and First Reopening of Second Issuance.
Issue Date of Original Long-Term Notes 2: October 5, 2023.
Issue Date of Additional Long-Term Notes 2: February 20, 2024.
Maturity Date: September 26, 2030.
Term of Original Long-Term Notes 2: 2,548 days.
Term of Additional Long-Term Notes 2: 2,410 days.
Interest Rate and Interest Calculation Method: Annual gross interest of 11.48%, which will remain fixed during the term of the issue, except in the event that such rate is substituted by the Adjusted Gross Annual Interest Rate (as defined in the Long-Term Notes 2).
Interest Payment Frequency: Every 182 days starting April 4, 2024.
Place and Form of Payment of Principal and Interest: The principal and ordinary interest accrued will be paid by electronic transfer of funds to the address of Indeval, or, where appropriate, at the offices of Cemex, S.A.B. de C.V.
Redemption and Early Redemption: A single payment at their nominal value or, if applicable, at their Adjusted Nominal Value (as defined in the Long-Term Notes 2).
Guarantee: The Long-Term Notes 2 will be guaranteed, initially, by Long-Term Notes 1 Guarantors, but are not secured. The Issuer shall have the right to release or replace any Long-Term Note 1 Guarantor, or add new guarantors, provided that after such release, addition or replacement takes effect, the Minimum Endorsement (as defined in the Long-Term Notes 2) is satisfied.
Rating: Standard & Poor’s, S.A. de C.V. “mxAA” (payment capacity of the Cemex, S.A.B. de C.V. to satisfy its financial commitments within the obligation is very strong compared to other issuers in the domestic market). Fitch México, S.A. de C.V. “AA(mex)” (very low risk level of default compared to other issuers or obligations in the same country).
Common Representative: Cibanco.
Depositary: Indeval.
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Tax Regime: The applicable withholding rate with respect to interest paid under the Long-Term Notes 2 is subject: (i) for individuals or legal entities residing in Mexico for tax purposes, to the provisions of Articles 54, 55, 135, and other applicable laws of the current Income Tax Law; and (ii) for individuals and legal entities resident abroad for tax purposes, the provisions of Articles 153, 166, and other applicable laws of the current Income Tax Law. The current tax regime may be amended throughout the term of the issue.
Cemex, S.A.B. de C.V.’s policy on making decisions regarding changes of control during the term of the issue: Not applicable.
Cemex, S.A.B. de C.V.’s policy on making decisions regarding corporate restructurings, including acquisitions, mergers and spin-offs during the term of the issue: Cemex, S.A.B. de C.V. and the Long-Term Notes 1 Guarantors cannot merge, unless: (i) the merged or acquiring company assumes the obligations of Cemex, S.A.B. de C.V. or the Long-Term Notes 1 Guarantor, as appropriate, under the Long-Term Notes 2, (ii) a Cause of Early Termination (as defined in the Long-Term Notes 2) does not occur under the Long-Term Notes 2 as a result of the merger or transfer, and (iii) the merged or acquiring company delivers to the Common Representative (as defined in the Long-Term Notes 2) a legal opinion stating that said merger or transfer complies with (i) and (ii) above.
Cemex, S.A.B. de C.V.’s policy on making decisions on the sale or creation of encumbrances on essential assets, specifying what such concept will include during the term of the issue: According to the set forth on the Long-Term Notes 2, Cemex, S.A.B. de C.V. shall not permit the constitution of any encumbrance on its assets, except (i) for Permitted Encumbrances (as defined in the Long-Term Notes 2), or (ii) where the Issuer’s obligations under the Long-Term Notes 2 are simultaneously guaranteed.
The net proceeds from the issuance of the Long-Term Notes 2 were applied towards total or partial repayment of the then-outstanding amount under the revolving credit facility of the Amended 2021 Credit Agreement.
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RISK FACTORS
We are subject to various risks mainly resulting from changing economic, environmental, political, industry, business, legal, regulatory, financial and climate conditions, as well as risks related to ongoing legal proceedings and investigations. The following risk factors are not the only risks we face, and any of the risk factors described below could significantly and adversely affect our business, liquidity, results of operations or financial condition, as well as, in certain instances, our reputation.
Risk Factor Summary
Risks Relating to Ownership of Our Securities
| • | Non-Mexicans may not hold Cemex, S.A.B. de C.V.’s Series A shares directly and must have them held in a trust at all times. |
| • | ADS holders may only indirectly vote the Series B shares represented by the CPOs deposited with the ADS depositary through the ADS depositary and are not entitled to vote the Series A shares represented by the CPOs deposited with the ADS depositary or to attend shareholders’ meetings. |
| • | Corporate rights, mainly voting rights, may not be available to any person that acquires or otherwise becomes entitled to vote 2% or more of Cemex, S.A.B. de C.V.’s shares with voting rights without the previous approval of Cemex, S.A.B. de C.V.’s Board of Directors. |
| • | Preemptive rights generally available under Mexican law may be unavailable to ADS holders. |
| • | The protections afforded to shareholders in Mexico are different from those in other countries and may be more difficult to enforce. |
Risks Relating to Our Business and Operations
| • | Economic conditions globally, including persistently elevated inflation and interest rates, particularly in countries where we operate, have affected and may continue to adversely affect our business, financial condition, liquidity, and results of operations. |
| • | Political, social, and geopolitical events, changes in public policies and other risks in some of the countries where we operate, which are inherent to the operations of an international company, could have a material adverse effect on our business, financial condition, liquidity, and results of operations. |
| • | The emergence or continued escalation of geopolitical conflicts may have a material adverse effect on our business, financial condition, liquidity, and results of operation. |
| • | Potential political, economic, and military instability in Israel and the Middle East could materially and adversely affect our business, financial condition, liquidity, and results of operation. |
| • | Complications in relationships with local communities and different stakeholder perspectives could lead to social actions against our industry or company, including legal actions, on-the-ground protests, attacks on our assets or facilities, negative media campaigns, strikes, and social unrest. All these events could disrupt our operations, affect our capacity to serve our clients, damage our assets and/or reputation and may materially and adversely affect our business continuity, reputation, liquidity, and results of operations. |
| • | Labor activism and unrest, or failure to maintain satisfactory labor relations, could materially and adversely affect our reputation and results of operations. |
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| • | We are subject to restrictions and reputational risks resulting from non-controlling interests held by third parties in our consolidated subsidiaries. As of the date of this annual report, we control publicly listed companies in Trinidad and Tobago and in Jamaica, where this risk is heightened. |
| • | High energy and fuel costs have had and may continue to have a material adverse effect on our business, financial condition, liquidity, and results of operation. |
| • | We are increasingly dependent on information technology and our systems and infrastructure, as well as those provided by third-party service providers, face certain risks, including cyber-security risks, which if materialized, could materially and adversely affect our business, financial condition, liquidity, and results of operation. |
| • | The development and adoption of AI, including generative AI, and its use by us or use or misuse by third parties, may increase the financial and operational risks or create new financial or operational risks that we are not currently anticipating. |
| • | We may not be able to realize the expected benefits from our portfolio rebalancing or any divestments, acquisitions, investments or joint ventures, some of which may have a material impact on our reputation, business, financial condition, liquidity, and results of operations. Any failure to realize expected benefits from the bolt-on acquisitions of our business strategy heightens this risk. |
| • | We have adopted a sustainability strategy we consider to be ambitious. Our sustainability strategy includes achieving the targets of our “Future in Action” climate action program and some of these targets are replicated as key performance indicators in our sustainability-linked financing arrangements. Failure to reach these goals may expose us to certain risks that could have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations. |
| • | A substantial amount of our total assets consists of intangible assets, including goodwill. We have recognized charges for goodwill impairment in the past, nevertheless no goodwill impairment was recognized in 2024, but if market or industry conditions deteriorate in the future, additional impairment charges may be recognized. |
| • | The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition. |
| • | Activities in our business can be hazardous and can cause injury to people or damage to property in certain circumstances. |
| • | The introduction of or failure to introduce construction material substitutes or alternative forms of cement, ready-mix concrete, or aggregates into the market and the development of or failure to develop new construction techniques and technologies could have a material adverse effect on our business, financial condition, liquidity, and results of operations and could have an impact in our sustainability targets. |
| • | We operate in highly competitive markets with numerous players employing different competitive strategies and if we do not compete effectively, our revenues, market share, business and results of operations may be affected. |
| • | We may fail to secure certain materials required to run our business, or could secure them at higher prices, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations. |
| • | Our operations and ability to source products and materials can be affected by adverse weather conditions, hydrometeorological and geological hazards such as hurricanes, flash floods, earthquakes, and/or natural disasters, including climate change, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations. |
| • | We could be materially and adversely affected by any significant or prolonged disruption to our production facilities, which could impact our business, financial condition, liquidity, and results of operations. |
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| • | Our insurance coverage may not cover all the risks to which we, our board members, officers and employees may be exposed or may cover them to an amount that may not be sufficient to satisfy our requirements. |
| • | Our success depends largely on the strategic vision and actions of Cemex, S.A.B. de C.V.’s Board of Directors and on key members of our executive management team and the availability of a specialized workforce. |
| • | Future pandemics and epidemics could materially adversely affect our financial condition and results of operations. |
Risks Relating to Our Indebtedness and Certain Other Obligations
| • | The Credit Agreements, the indentures governing our outstanding 3.125% Euro-denominated notes due 2026 (the “March 2026 Euro Notes”), 5.450% Dollar denominated notes due 2029 (the “November 2029 Dollar Notes”), 5.200% Dollar denominated notes due 2030 (the “September 2030 Dollar Notes”), 3.875% Dollar denominated notes due 2031 (the “July 2031 Dollar Notes”), and the sustainability-linked long-term notes in the Mexican market (the “CEBURES” and, collectively with the March 2026 Euro Notes, the November 2029 Dollar Notes, the September 2030 Dollar Notes and the July 2031 Dollar Notes, the “Notes”) and our other debt agreements and/or instruments and other agreements contain several restrictions and covenants. Our failure to comply with such restrictions and covenants or any inability to capitalize on business opportunities or refinance our debt resulting from them could have a material adverse effect on our business and financial conditions. |
| • | We have a substantial amount of debt and other financial obligations. If we are unable to secure refinancing on favorable terms or at all, we may not be able to comply with our payment obligations upon their maturity. Our ability to comply with our principal maturities and financial covenants may depend on us implementing certain strategic initiatives, including, but not limited to, making asset sales, and there is no assurance that we will be able to implement any such initiatives or execute such sales, if needed, on terms favorable to us or at all. |
| • | We may not be able to generate sufficient cash to service our indebtedness or satisfy our short-term liquidity needs, and we may be forced to take other actions to do so, which may not be successful. |
| • | Our ability to repay debt and pay dividends is highly dependent on our subsidiaries’ ability to transfer income and dividends to us. As of the date of this annual report, we control publicly listed companies in Trinidad and Tobago and in Jamaica, where this risk is heightened. |
| • | We have to service part of our debt and other financial obligations denominated in Dollars and Euros with revenues generated in Mexican Pesos or other currencies, as we do not generate sufficient revenue in Dollars and Euros from our operations to service all our debt and other financial obligations denominated in Dollars and Euros. This could adversely affect our ability to service our obligations in the event of a devaluation of the Mexican Peso, or any of the other currencies of the countries in which we operate, compared to the Dollar and Euro. In addition, our consolidated reported results and outstanding indebtedness are significantly affected by fluctuations in exchange rates between the Dollar (our reporting currency) vis-à-vis the Mexican Peso and other significant currencies within our operations. |
| • | Increases in liabilities related to our pension plans could adversely affect our results of operations. |
| • | Our use of derivative financial instruments could negatively affect our net income and liquidity, especially in volatile and uncertain markets. |
Risks Relating to Regulatory and Legal Matters
| • | We are subject to the laws and regulations of the countries where we operate and do business. Non-compliance with laws and regulations and/or any material changes in such laws and regulations and/or any significant delays in assessing the impact and/ or adapting to such changes in laws and regulations may have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations. |
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| • | We or our third-party providers may fail to maintain, obtain, or renew, or may experience material delays in obtaining, requisite governmental or other approvals, licenses, and permits for the conduct of our or their business. |
| • | We are subject to litigation proceedings, including, but not limited to, government investigations relating to corruption, antitrust, and other proceedings that could harm our business and our reputation. |
| • | We are subject to human rights, anti-corruption, anti-bribery, anti-money laundering, antitrust, anti-boycott, economic sanctions, anti-terrorism, trade embargoes, and export control laws and regulations in the countries in which we operate and do business, a considerable number of which are considered high and medium risk countries for purposes of corruption, money laundering, and other matters. Any violation of any such laws or regulations could have a material adverse impact on our reputation, results of operations, and financial condition, as well as harm our reputation. |
| • | Certain tax matters have had and may have a material adverse effect on our cash flow, financial condition, and net income, as well as on our reputation. |
| • | Our operations are subject to environmental laws and regulations, including those relating to greenhouse gas emissions, and new reporting requirements that are or could become effective and increasingly stringent. |
| • | It may be difficult to enforce civil liabilities against us or the members of Cemex, S.A.B. de C.V.’s Board of Directors, our senior management, and controlling persons. |
Risks Relating to Ownership of Our Securities
Non-Mexicans may not hold Cemex, S.A.B. de C.V.’s Series A shares directly and must have them held in a trust at all times.
Any person acquiring shares, CPOs or ADSs of Cemex, S.A.B. de C.V. should be aware that non-Mexican investors and Mexican companies without a foreign investment-exclusion clause in their by-laws may not directly hold the Series A shares underlying Cemex, S.A.B. de C.V.’s CPOs or ADSs, but may hold them indirectly through Cemex, S.A.B. de C.V.’s CPO trust. Upon the early termination or expiration of the term of Cemex, S.A.B. de C.V.’s CPO trust on September 6, 2029, the Series A shares underlying the CPOs held by non-Mexican investors or by Mexican companies without a foreign investment-exclusion clause in their by-laws must be placed into a new trust similar to the current CPO trust. We cannot guarantee that a trust similar to the CPO trust will exist or that the relevant authorization for the transfer of Cemex, S.A.B. de C.V.’s Series A shares to such a trust will be obtained. In that event, such investors might be required to sell their Series A shares to a Mexican individual or corporation that has a foreign investment-exclusion clause in its by-laws, which could expose shareholders to a loss in the sale of the corresponding Series A shares and may cause the price of Cemex, S.A.B. de C.V.’s shares, CPOs and ADSs to decrease.
ADS holders may only indirectly vote the Series B shares represented by the CPOs deposited with the ADS depositary through the ADS depositary and are not entitled to vote the Series A shares represented by the CPOs deposited with the ADS depositary or to attend shareholders’ meetings.
Any person acquiring ADSs should be aware of the terms of the ADSs, the corresponding deposit agreement pursuant to which the ADSs are issued (the “Deposit Agreement”), the CPO Trust (as defined in the Deposit Agreement) and Cemex, S.A.B. de C.V.’s by-laws. Under such terms, in relation to shareholders’ meetings of Cemex, S.A.B. de C.V., a holder of an ADS has the right to instruct the ADS depositary to exercise voting rights only with respect to Series B shares represented by the CPOs deposited with the depositary, but not with respect to the Series A shares represented by the CPOs deposited with the depositary.
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ADS holders will not be able to directly exercise their right to vote unless they withdraw the CPOs underlying their ADSs (and, in the case of non-Mexican holders, even if they do so, they may not vote the Series A shares represented by the CPOs) and may not receive voting materials in time to ensure that they are able to instruct the depositary to vote the CPOs underlying their ADSs or receive sufficient notice of a shareholders’ meeting of Cemex, S.A.B. de C.V. to permit them to withdraw their CPOs to allow them to cast their vote with respect to any specific matter. Holders of ADSs will not have the right to instruct the ADS depositary as to the exercise of voting rights in respect of Series A shares underlying CPOs held in the CPO Trust. Under the terms of the CPO Trust, Series A shares underlying CPOs held by non-Mexican nationals, including all Series A shares underlying CPOs represented by ADSs, will be voted by the CPO Trustee (as defined in the Deposit Agreement), according to the majority of all Series A shares held by Mexican nationals and Series B shares voted at a shareholders meeting of Cemex, S.A.B. de C.V. In addition, the depositary and its agents may not be able to send out voting instructions on time or carry them out in the manner an ADS holder has instructed. As a result, ADS holders may not be able to exercise their right to vote and they may lack recourse if the CPOs underlying their ADSs are not voted as they requested. ADS holders will also not be permitted to vote the CPOs underlying the ADSs directly at a shareholders’ meeting of Cemex, S.A.B. de C.V. or to appoint a proxy to do so without withdrawing the CPOs. If the ADS depositary does not receive voting instructions from a holder of ADSs in a timely manner, such holder will nevertheless be treated as having instructed the ADS depositary to give a proxy to a person the corresponding CPO trust’s technical committee, which is formed by our employees, designates, to vote the Series B shares underlying the CPOs represented by the ADSs in his/her discretion. The ADS depositary or the custodian for the CPOs on deposit may represent the CPOs at any meeting of holders of CPOs of Cemex, S.A.B. de C.V. even if no voting instructions have been received. The CPO trustee may represent the Series A shares and the Series B shares represented by the CPOs at any meeting of holders of Series A shares or Series B shares of Cemex, S.A.B. de C.V. even if no voting instructions have been received. By so attending, the ADS depositary, the custodian or the CPO trustee, as applicable, may contribute to the establishment of a quorum at a meeting of holders of CPOs, Series A shares or Series B shares, as appropriate. In addition, even though every shareholder of Cemex, S.A.B. de C.V. is entitled to attend shareholders’ meetings pursuant to Cemex, S.A.B. de C.V.’s by-laws and Mexican law, ADS holders are generally not able to attend shareholders’ meetings because they are not the registered holders of the CPOs underlying the ADSs they hold; and, consequently, they are generally unable to satisfy the procedural requirements to attend a shareholders’ meeting pursuant to Cemex, S.A.B. de C.V.’s by-laws and the CPO Trust unless they withdraw the CPOs underlying their ADSs (and, in the case of non-Mexican holders, even if they do so, they may not vote the Series A shares represented by the CPOs). Generally, as only registered holders of CPOs are able to satisfy the requirements to attend a shareholders’ meeting of Cemex, S.A.B. de C.V. pursuant to Cemex, S.A.B. de C.V.’s by-laws and the CPO Trust, only the ADS depositary (as the registered holder of the CPOs underlying ADSs) or the CPO trustee (at the direction of the ADS depositary) will be able to satisfy such requirements and attend shareholders’ meetings of Cemex, S.A.B. de C.V. to represent the CPOs underlying ADSs at a shareholders’ meeting of Cemex, S.A.B. de C.V.
Corporate rights, mainly voting rights, may not be available to any person that acquires or otherwise becomes entitled to vote 2% or more of Cemex, S.A.B. de C.V.’s shares with voting rights without the previous approval of Cemex, S.A.B. de C.V.’s Board of Directors.
Any person acquiring shares, CPOs or ADSs of Cemex, S.A.B. de C.V., must be aware that Cemex, S.A.B. de C.V.’s by-laws provide that its Board of Directors must authorize in advance any transfer of voting shares of its capital stock or other transaction that would result in any person, or group acting in concert, becoming a holder of or otherwise becoming entitled to vote 2% or more of Cemex, S.A.B. de C.V.’s shares with voting rights. In the event this requirement is not met, the persons acquiring such shares or executing such transaction will not be entitled to any corporate rights, mainly voting rights, with respect to such shares, CPOs or ADSs, and such shares, CPOs or ADSs will not be taken into account for purposes of determining a quorum for any Cemex, S.A.B. de C.V. shareholders’ meetings, Cemex, S.A.B.
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de C.V. will not record such persons as holders of such shares in its share registry and the registry undertaken by Indeval (as defined below) shall not have any effect. See “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders.”
Preemptive rights generally available under Mexican law may be unavailable to ADS holders.
ADS holders may be unable to exercise preemptive rights granted to Cemex, S.A.B. de C.V.’s shareholders, in which case ADS holders could be diluted following equity or equity-linked offerings. Under Mexican law, if Cemex, S.A.B. de C.V. issues new shares, Cemex, S.A.B. de C.V. would be generally required to grant preemptive rights to its shareholders, except in certain situations, including if such shares are issued in the context of a public offering or if such shares underlie convertible securities issued by Cemex, S.A.B. de C.V. However, ADS holders may not be able to exercise these preemptive rights to acquire new shares unless (i) Cemex, S.A.B. de C.V. files a registration statement with the SEC with respect to such shares or (ii) the offering of the shares qualifies for an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). We cannot assure you that Cemex, S.A.B. de C.V. would file a registration statement in the United States that would allow holders of ADSs to participate in any preemptive rights offering. Under Mexican law, preemptive rights cannot be waived in advance or be assigned or be represented by an instrument that is negotiable separately from the corresponding shares. As a result of applicable United States securities laws, holders of ADSs may be restricted in their ability to exercise preemptive rights as provided in the Deposit Agreement with the ADSs depositary, as amended. Shares subject to a preemptive rights offering, with respect to which preemptive rights have not been exercised, may be sold by Cemex, S.A.B. de C.V. to third parties on the terms and conditions previously approved by Cemex, S.A.B. de C.V.’s shareholders or its Board of Directors. See “Item 10—Additional Information—Articles of Association and By-laws.”
The protections afforded to shareholders in Mexico are different from those in other countries and may be more difficult to enforce.
Under Mexican law, the protections afforded to shareholders are different from those in the United States and countries in continental Europe. In particular, the legal framework and case law pertaining to directors’ duties and disputes between shareholders and us, the members of Cemex, S.A.B. de C.V.’s Board of Directors or our officers are less protective of shareholders under Mexican law than under U.S. and continental European law. Mexican law only permits shareholder derivative suits (i.e., suits for our benefit as opposed to the direct benefit of our shareholders) and there are procedural requirements for bringing shareholder derivative lawsuits, such as minimum holdings, which differ from those in effect in other jurisdictions. There is also a substantially less active plaintiffs’ bar dedicated to the enforcement of shareholders’ rights in Mexico than in the United States or Europe. As a result, in practice it may be more difficult for our shareholders to initiate an action against us, the members of Cemex, S.A.B. de C.V.’s Board of Directors or our officers or obtain direct remedies than it would be for shareholders of a U.S. or European company.
Risks Relating to Our Business and Operations
Economic conditions globally, including persistently elevated inflation and interest rates, particularly in countries where we operate, have affected and may continue to adversely affect our business, financial condition, liquidity, and results of operations.
The economic conditions in some of the countries where we operate have had and may continue to have a material adverse effect on our business, financial condition, liquidity, and results of operations worldwide. Our results of operations are highly dependent on the results of our operating subsidiaries worldwide, including those in (i) the United States, (ii) Mexico, (iii) Europe, the Middle East and Africa (“EMEA”), and (iv) South America, Central America and the Caribbean (“SCA&C”).
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See “Item 4—Information on the Company—Business Overview” for more information. Demand for our products and services, our production levels, availability of raw materials and materials that are generally required to operate our business and our general financial and operating results are highly dependent on overall economic conditions.
For a geographic breakdown of our external revenues for the year ended December 31, 2024, see “Item 4—Information on the Company—Business Overview—Geographic Breakdown of External Revenues by Reportable Segment for the Year Ended December 31, 2024.”
As of the date of this annual report, we believe that the main risk factors for the global economy and the countries where we operate include, but are not limited to: (i) an environment of elevated uncertainty linked to policy shifts in the United States and other countries, particularly with respect to trade (including additional import tariffs already enacted and the threat of further duties and levies), as well as to policy changes in other areas, including immigration, energy, climate and foreign affairs, all of which could impact the global economy; (ii) persistently elevated and/or accelerating inflation, which may result in an extended period of high nominal interest rates and restrictive financial conditions, a deterioration in the purchasing power of consumers, businesses, and other economic agents, lower economic growth, or higher odds of an economic recession; (iii) a more-pronounced-than-expected cyclical downturn, even in the absence of further inflationary pressures, reflecting the overall rise in policy uncertainty, an increase of economic protectionism, potential policy errors, consumer and business pessimism, delayed effects of restrictive monetary policies across countries, fiscal pressures, among other potential triggers; (iv) the possibility of widespread financial market distress and elevated volatility in relation to the escalation of global trade tensions or the prolonged period of high interest rates, among other possible causes; (v) external, fiscal, debt, and other types of imbalances at the country level, including in the United States and Europe, which, should they occur, often have unfavorable economic and financial implications domestically and that extend beyond their own borders; (vi) the expansion or intensification of geopolitical conflicts, including but not limited to the war between Russia and Ukraine and the ongoing conflicts in the Middle East, which may result in the possible fragmentation in international relations, the escalation of armed hostilities, and the disruption of trade and economic activity; (vii) weather abnormalities and adverse climate shocks that may impair production, trade, construction, and overall economic activity, as well as result in price fluctuations of energy and other production inputs; (viii) heightened domestic policy uncertainty related to newly elected governments and policy shifts in many of the countries where we operate; (ix) a worsening of China’s economic performance, particularly in the current context of market-relevant trade conflicts with the United States, which may put downward pressure on global trade, have negative spillovers on China’s economic partners and/or the global economy at large, as well as result in financial sector volatility; (x) social protests and generalized civil unrest deriving from popular perceptions of mishandling of domestic economic issues, geopolitical conflicts, climate-related issues, alleged social injustices, among other events of a global or regionwide reach; (xi) an increase in the frequency, intensity, and overall destructiveness of cyberattacks involving critical infrastructure of a physical, social, digital, or other nature, which could disrupt governments, financial markets, industries, communities, and individual businesses; (xii) factors that could afflict the performance of the financial sector, including inappropriate risk monitoring or improper regulation of financial entities and the rapid and unchecked growth of crypto assets.
While inflation has slowly decreased from its peak in 2022, and some inflation forecasts still point at inflation decreasing further in 2025 relative to 2024, risks of persistently elevated inflation have intensified. Among the main factors that could result in renewed inflationary pressures are: (i) permanent and extensive import tariffs and the escalation of trade tensions and increased risk of tariff and trade retaliation among countries; (ii) shocks to global goods logistics and supply chains, which could arise due to increased economic nationalism and protectionism, geopolitical, weather-related, and other types of events; (iii) energy and food market price surges, also triggered potentially by several distinct elements, such as the war between Russia and Ukraine, present conflicts in the Middle East or weather disruptions; and (iv) a significant weakening of local currencies with respect to countries’ main trading partners, due to unexpected shifts in policy, the rise of economic nationalist and protectionist policies in the United States and elsewhere, divergence in monetary policy paths, “flight to safety” dynamics in global capital markets, market perceptions of fiscal imbalances, among other factors.
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High inflation and/or policy shifts can deteriorate economic conditions in the countries where we operate or from which we source products and services and have caused and may continue to cause a rise in the costs of manufacturing our products, as well as an increase in related expenses, such as, but not limited to, sourcing of inputs, manufacturing, storage, labor, shipping, and delivery-related expenses. Furthermore, there is no assurance that any of our operations, especially those that have historically not experienced inflationary pressures like in the United States and Europe, would be well-prepared to cope with inflationary pressures. See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—High energy and fuel costs have had and may continue to have a material adverse effect on our business, financial condition, liquidity, and results of operation” for information on how energy and fuel costs affect the costs of manufacturing our products and related expenses.
Although central banks have begun to lower benchmark interest rates, “sticky” high inflation may cause policymakers to pause monetary easing until more progress is seen, keeping financial conditions restrictive for longer. This could hinder the supply of credit by elevating financing costs, generally impede a rebound in economic activity, and/or lead to a recession. The evolution of monetary policy in advanced economies such as the United States and Europe is especially relevant to our business, given their outsized weight in the global economy and our portfolios, but also because of potential spillovers that a downturn of economic activity in such countries could have in other geographies that are very relevant for our business, such as Mexico. Persistently restrictive levels of financing conditions could also trigger or aggravate widespread financial market distress in both advanced and emerging economies, especially in cases where sovereigns and/or corporates are overleveraged, as is the case in some of the countries where we have operations. Tight conditions would also be very relevant for countries attempting to consolidate their public finances, and/or for those who have expressed the need to expand their spending on items such as infrastructure and defense, such as some of the economies in the EU. Persistently elevated interest rates have previously translated into high financing costs and disruptions in countries’ budgeting processes, resulting in an overall hindrance to economic growth and favorable business conditions, and could do so again in the future. In addition, recent policy changes in countries in which we operate, such as the imposition of new tariffs by the U.S. government, could materially adversely impact financial markets, including U.S. Treasury rates. For example, after the U.S. administration’s recent imposition of tariffs as described elsewhere in this annual report, the 10-year Treasury yield increased from less than 4% percent on April 4, 2025 to 4.5% intra-day on April 8, 2025, marking one of the biggest spikes on record, and the 30-year Treasury yield topped 5%. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Related to Tariffs—Imposition of Tariffs by the United States” for more information on the imposition of tariffs by the United States.
Emerging markets and developing economies with significant foreign-currency denominated debt and financing needs could be particularly exposed and affected in an environment of sustainedly high interest rates in advanced economies and overall market uncertainty, as they could see capital outflows, exchange rate volatility, unfavorable shifts in investor sentiment and increasing borrowing costs, all of which could lead to adverse growth and financial outcomes. Similarly, large-scale corporate debt defaults or restructuring could reverberate widely. A substantial portion of our operations are located in developing countries, mainly Mexico, which tend to have relatively more volatile currencies and, in the past, have gone through episodes of capital outflows under such circumstances. In the event that one or more of these risks materialize, there could be material adverse effect on our business, financial condition, liquidity, and results of operations, particularly if exchange rate fluctuations result in lower revenues and/or more limited available resources in local currencies (through the impact of lower real demand, an increase in expenditures due to the weakening of the local currency, among others), which could in turn limit our ability to make necessary expenditures and investments, as well as curb our capacity to serve our debt and other obligations.
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See “Item 4—Business Overview—Information on the Company—Geographic Breakdown of External Revenues by Reportable Segment for the Year Ended December 31, 2024” and “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Indebtedness.”
Social unrest and generalized protests could also disrupt our business, particularly in the context of high inflation, high interest rates, low economic growth, and more generally in countries where macroeconomic, geopolitics, and political developments, including elections, have negatively impacted the countries in which these events occur.
Climate change, which has entailed more frequent and intense weather-related events, already has had visible impacts on countries, businesses, and households, with effects beyond the regions where disasters strike. Cross-border migration pressures, financial stress (including among creditors and insurers in countries not directly impacted by a given event), and health care burdens may arise, with implications that persist long after the events occur. Weather-related events may pose further challenges to the capacity and ability of individual and collective economies to grow.
As of the date of this annual report, the Mexican economy faces several risks in the short term including, but not limited to: (i) an economic downturn in the United States; (ii) public policy shifts in the United States, particularly in areas such as trade, migration, energy, climate, security, foreign policy and other relevant topics, which could significantly impact Mexico’s economy, including its construction and manufacturing sectors, and strain the bilateral relationship between the two countries; (iii) higher domestic uncertainty regarding economic policies and the rule of law stemming from recent constitutional reforms and their implementation that could bring significant changes to governmental, administrative, political, industrial, business or social structures; (iv) sharp deviations in the implementation of Mexico’s public budget as approved by the Mexican congress in December 2024; (v) delays in the rollout of the recently launched National Investment Plan (Plan Mexico) (vi) changes in the public perception of Mexico’s capacity to incentivize and retain investments, including those related to the ongoing process of supply chain relocation or “nearshoring”; (vii) sudden or large fluctuations in the value of Mexican Pesos vis-à-vis major currencies; (viii) additional strains in the operation and/or finances of Petróleos Mexicanos (“PEMEX”), which could result in its need of further capital requirements that could in turn adversely impact the sovereign’s fiscal stance and debt ratings; and (ix) a downgrade of Mexico’s long-term sovereign debt ratings by international rating agencies.
In general, demand for our products and services is strongly related to construction activity, as well as private and public infrastructure spending in the countries where we operate. Declines in the construction industry are usually correlated with deteriorations of general economic conditions. Countries grappling with observed or expected adverse economic effects may delay or cancel infrastructure, housing, commercial, and industrial projects, all of which would imply a reduction in demand for our products and services and could result in a material adverse effect on our business, financial condition, liquidity, and results of operations.
Political, social, and geopolitical events, changes in public policies and other risks in some of the countries where we operate, which are inherent to the operations of an international company, could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
As of December 31, 2024, our operations were mostly in Mexico, the United States, and certain countries in the EMEA and SCA&C regions (as described in “Item 4—Information on the Company—Business Overview”). For a geographic breakdown of our external revenues for the year ended December 31, 2024, see “Item 4—Information on the Company—Geographic Breakdown of External Revenues by Reportable Segment for the Year Ended December 31, 2024.”
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We are exposed to the circumstances prevalent in the countries in which we market our products and services. Like other companies with international operations, political, economic, geopolitical, or social developments in the countries where we operate or elsewhere, such as elections, new governments, changes in public policy, economic circumstances, laws and/or regulations, economic, trade, or military conflicts, trade policies, political dynamics, civil disturbances, and a rise in actual or perceived criminal activity or violence, could have a material adverse effect in the countries where we operate or on the global financial markets, and in turn on our business, financial condition, liquidity, and results of operations.
Presidential, legislative, state, and/or local elections took place in 2024 in several of the countries where we operate, including the United States, Mexico, Panama, Croatia, France, the United Kingdom and the EU. In 2025, elections are anticipated to be held in Mexico, Canada, Croatia, Poland, Czech Republic, Germany, Egypt, Trinidad & Tobago, Jamaica and Guyana. In addition, potential future snap elections in other countries resulting from social or political pressure cannot be discarded. Political changes, such as those resulting from such elections, could result in changes to the economic, political, or social conditions of the countries in which we operate, and in changes to laws, regulations, and public policies, which may contribute to heighten economic uncertainty or hamper business conditions. Any of the abovementioned or similar events, such as legislative or political gridlock, constitutional crises, and any situation that would result in political and/or economic uncertainty, could materially and adversely impact our business, financial condition, liquidity, and results of operations.
Political events and social unrest have impacted the business and economic environment in some of the countries in which we operate and beyond. Chiefly among these events has been the 2024 U.S. presidential and congressional elections. Changes in U.S. laws and policies, some of which have been unanticipated by market participants, have impacted international trade, foreign affairs, manufacturing, research and development, business and consumer confidence, and investment in the territories and countries where we or our customers operate, including the United States itself, as well as Mexico and China, which could materially adversely affect our business, financial condition, liquidity and results of operations. Since February 1, 2025, the new U.S. administration has announced new tariffs on every country, although many of the tariffs have since been delayed or rolled back. The new administration has especially targeted China with heightened trade measures, steadily increasing the tariffs on Chinese goods entering the United States. The tariffs spiked in April and reached an effective rate of 145% on April 10, 2025. When previously imposed Section 301 of the Trade Act of 1974 (“Section 301”) duties are taken into account (typically 25%), the combined rate would be 170%. Antidumping or countervailing duties, if applicable, would be added on top of this figure. Since April 10, 2025, China has retaliated with 125% tariffs on U.S. goods.
In 2025, the U.S. administration also announced a 25% tariff on imports from Mexico and Canada, but then exempted its application for goods that comply with rules of origin established under the USMCA. The U.S. administration also announced country-specific reciprocal tariffs on 60 countries (the “Country-Specific Reciprocal Tariffs”) and a 10% baseline tariff on all other countries. The Country-Specific Reciprocal Tariffs are paused until July 9, 2025. In the interim, the 10% baseline tariff will apply to all countries.
These developments could materially adversely impact our business, financial condition, liquidity, and results of operations. In addition, it is uncertain what other effects the new administration’s policies and the new Congress may have on our business, financial condition, liquidity and results of operations, and if any such effects may be material. Further geopolitical challenges, such as the trade tensions between the United States with various countries, including Mexico, Canada, China and the EU, could cause important disruptions in the global economic, supply chains, financial markets, and trade dynamics, which could impact the markets in which we operate and materially and adversely affect our business, financial condition, liquidity, and results of operations. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Related to Tariffs—Imposition of Tariffs by the United States” for more information on the imposition of tariffs by the United States.
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In Mexico, 2024 was marked by the biggest election in its history as measured by the number of posts that were contested, including that of the president, and thousands of legislative, state, and local races. The new president is affiliated with the same party of the incumbent, and that same party won a majority of the seats in both the Senate and the House, which resulted in a smooth government transition and indicates some level of policy continuity. We thus expect the incoming administration to extend some of the programs and projects undertaken in the last administration, and to consolidate some of the recent changes to Mexican laws, including the judicial reform, which, among other matters, permits the election of ministers, magistrates and judges through popular vote. The first judicial election following the judicial reform will take place in June 2025. It is uncertain how Mexico’s judicial branch will be affected, but potential consequences may include actual or perceived shifts in judicial independence, less predictability of rulings based on current precedents, as well as changes in the duration of proceedings due to the transition of ministers, magistrates and judges, among other effects on the Mexican judicial system. Additionally, negotiations to establish the Emission Trading System in the country are ongoing and could lead to its implementation in 2025. Furthermore, an increase of “green” taxes in states where we operate has come into effect or is expected. See “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters—Mexico” and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Regulatory Matters and Legal Proceedings—Environmental Matters—Mexico” for a description of the Mexican judicial reform, Emission Trading System, as well as a description of “green” taxes in Mexico. We are not certain if any such laws and regulations undergoing constitutional challenges will prevail. These and any other policies, laws and regulations which are further adopted could result in a deterioration of investment sentiment, political and economic uncertainty, and increased costs for our business, which may in turn have a material adverse effect on our business, financial condition, liquidity, and results of operation. See Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Related to Tariffs—Imposition of Tariffs by the United States” for more information on the imposition of tariffs by the United States.
Our operations in Egypt and Israel have experienced disruption because of, among other things, the war in the Middle East and general political instability, civil unrest, terrorism, extremism, deterioration of general diplomatic relations, and changes in the geopolitical dynamics in the region. There can be no assurances that political turbulence in Israel, Egypt, Iran, Iraq, Syria, Libya, Yemen, and other countries in Africa, the Middle East, and Asia will abate in the future or that neighboring countries (e.g., the United Arab Emirates (“UAE”)) will not be drawn further into conflict or experience instability. In addition, some of our operations are or may be subject to political risks, such as confiscation, expropriation, and/or nationalization, as for example was the case of our past operations in Venezuela.
See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—The emergence or continued escalation of geopolitical conflicts may have a material adverse effect on our business, financial condition, liquidity, and results of operation” for information on how the war between Russia and Ukraine, the war in the Middle East involving Israel, and ongoing disputes in Asia may affect our business, financial condition, liquidity, and results of operations.
In Latin America, discontent with politicians, corruption, poverty, and inequality have been cause for numerous protests and general social unrest. Protests have sparked throughout the region in countries such as Colombia, Panama, Peru, among others. See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—Complications in relationships with local communities and different stakeholder perspectives could lead to social actions against our industry or company, including legal actions, on-the-ground protests, attacks on our assets or facilities, negative media campaigns, strikes, and social unrest.” All these events could disrupt our operations, affect our capacity to serve our clients, and damage our assets and/or reputation” for more information on how social protests may affect our operations. Furthermore, the region continues to be affected by the economic and political crisis of countries like Nicaragua, Cuba and Venezuela, which has had a major impact on the regional economy and poses an important economic, social and security risk.
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Social activism related to discontent with ruling governments and the economic and social conditions of the countries where we operate is another source of business disruption. Social protests and risk of labor strikes, especially when they take longer than expected, could have a negative impact on our business continuity and capacity to serve our clients.
There have also been terrorist attacks and ongoing threats of future terrorist attacks in countries in which we operate or in countries from which we source products and services. We cannot guarantee that there will not be new attacks or threats that will cause any damage to our operating units and facilities or locations, or those of our main clients or suppliers, or harm any of our employees, including members of Cemex, S.A.B. de C.V.’s Board of Directors or senior management, or lead to an economic contraction, financial markets volatility, or erection of material barriers to trade in any of our markets. An economic contraction in any of the markets where we operate could affect domestic demand for our products, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
As part of our risk governance approach, from time to time we evaluate the need to address the financial consequences of political or social risk through the purchase of insurance. As a result, we purchase certain types of political risk insurance policies for selected countries where we operate, and which are exposed to political turmoil, geopolitical issues or political uncertainty. These insurance policies are designed to offer some assistance to our financial flexibility to the extent that the specifics of a political incident could give rise to financial liability. However, we cannot guarantee that a given social or political event and possible changes in government policies will be covered by the political risk insurance policies we have in place, or that the amount of such insurance will be sufficient to offset the liability arising from any such events. Any such liability could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
These and other political, economic, social and geopolitical issues have the potential to impact the global economy, financial markets, and the overall stability of the countries and regions in which we operate and, in turn, could materially and adversely impact our business, financial condition, liquidity, and results of operations.
The emergence or continued escalation of geopolitical conflicts may have a material adverse effect on our business, financial condition, liquidity, and results of operation.
Global markets have experienced and are experiencing volatility and disruption due to geopolitical tensions, including Russia’s war with Ukraine, the war in the Middle East involving Israel, recent developments involving the fall of the Syrian government and ongoing tensions in Asia.
In February 2022, Russia launched a full-scale military invasion of Ukraine. Although the length and impact of the ongoing military conflict is unpredictable, the conflict in Ukraine has created and could lead to further market disruptions, including significant volatility in commodity prices, credit, and capital markets. After more than two years of conflict, hostilities continue to occur between Russia and Ukraine. As of the date of this annual report, comprehensive sanctions for Russian entities and officials have been enacted by the United States, the EU, the United Kingdom, Switzerland, Japan, France, New Zealand, Australia, Canada, Germany and Poland, among others, mainly against Russia and Russian individuals and companies, including agreements to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. It is uncertain whether a ceasefire agreement for this war could occur during 2025 or if a resolution to this war will occur in the future. Increased tensions could pose the risk of military action expanding to and/or mobilization by other countries in Europe.
Our operations in Egypt and Israel are exposed to the geopolitical tensions and conflicts in the Middle East, specifically the wars involving Israel. Increased tensions in the Middle East could pose the risk of full military action, including beyond Israel, the Gaza Strip and Lebanon, which may disrupt our supply chain and operations or otherwise adversely affect our employees, business, financial condition, liquidity, and results of operations.
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See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—Potential political, economic, and military instability in Israel and the Middle East could materially and adversely affect our business, financial condition, liquidity, and results of operation.” In addition, in late 2024, Syrian rebels began seizing the country’s largest cities in their first major attacks since agreeing to a ceasefire in 2020. These events, which led to the fall of the Syrian government and ended the 50-year rule of the Assad family, have unknown consequences for the country and region’s dynamics. Such outcomes could have a material adverse effect on our business, financial condition, liquidity, or results of operations.
In Asia, ongoing tensions between North and South Korea, as well as territorial disputes among several Southeast Asian countries and China in the South China Sea continue to be a cause for social, economic, and political uncertainty and instability in the region. A major outbreak of hostilities or political upheaval in China, Hong Kong, Taiwan, North Korea, South Korea, or any other Asian nation could adversely affect the global economy, global trade and global supply chains, which could have a material adverse effect on our business, financial condition, liquidity, or results of operations.
If these conflicts further escalate, they could continue having a negative impact on the geopolitics and economy of their regions, which in turn could materially adversely affect our operations, financial condition, liquidity, and results of operations. These conflicts could have further global economic consequences, including, but not limited to, the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, scarcity in certain raw materials and products, declines in economic growth, increases in inflation rates, volatility on energy price and availability, and uncertainty about economic and political stability. Any of the foregoing consequences, including those we cannot yet predict, may have a material adverse effect on our business, financial condition, liquidity, and results of operations.
Potential political, economic, and military instability in Israel and the Middle East could materially and adversely affect our business, financial condition, liquidity, and results of operation.
We currently have significant operations in Israel, Egypt and the UAE. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect our operations in these countries. In recent years, Israel has been involved in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of Southern Lebanon, with the Houthis, an Islamist terrorist group that controls most of Yemen and with Iranian-backed military forces in Syria and Iraq. Some of these hostilities were accompanied by rocket attacks from the Gaza Strip and Southern Lebanon against civilian targets in various parts of Israel, which negatively affected employees and business conditions in Israel.
In October 2023, Hamas launched an unprecedented attack through Israel’s southern border from the Gaza Strip, targeting civilian and military assets. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against Hamas commenced in parallel to their continued rocket and terror attacks. Furthermore, hostilities along Israel’s northern border with Hezbollah in Lebanon began in October 2023, and nonstop rocket attacks by the terrorist group lead to an accelerated military campaign in late 2024. Although a mutual ceasefire between Israel and Hezbollah was signed in November 2024, tensions remain high. In addition, throughout 2024, Iran launched two separate large-scale drone and missile attacks on Israeli territory. Throughout the Israeli-Hamas conflict, two ceasefire-for-hostages deals have been agreed to between the parties: one in November 2023 that lasted one week and one in January 2025 that lasted less than two months, with the war resuming in March 2025. While mediating countries are working towards implementing a third and lasting ceasefire-for-hostages deal between Israel and Hamas, the intensity and duration of Israel’s current conflict with Hamas is difficult to predict, as is the Middle East conflicts’ economic implications on our business and operations and on Israel’s economy in general. In addition, the tension between Israel and Iran and/or their terror proxies may escalate in the future and turn even more violent, which could affect the Israeli economy in general and our operations in the region.
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In 2024, there were no explosions, significant security incidents, or site closures that directly impacted our employees or operations. However, sales and volumes in Israel have been materially adversely affected since the onset of the war. Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the value of direct damages that are caused by terrorist attacks or acts of war at market value before the attack or act of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damage incurred by us could have a material adverse effect on our business.
Further, in the past, Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our business, financial condition, liquidity, or results of operations. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.
Complications in relationships with local communities and different stakeholder perspectives could lead to social actions against our industry or company, including legal actions, on-the-ground protests, attacks on our assets or facilities, negative media campaigns, strikes, and social unrest. All these events could disrupt our operations, affect our capacity to serve our clients, damage our assets and/or reputation and may materially and adversely affect our business continuity, reputation, liquidity, and results of operations.
Although we make significant efforts to maintain good long-term relationships with our stakeholders in the geographies where we operate, there can be no assurance that certain of our stakeholders will not have different, or at times conflicting, perceptions, interpretations, interests, or objectives from ours. We may also be negatively impacted by perceptions that our industry is more polluting than others and allegations relating to human rights in our industry.
In the past, legal action has been taken against us for alleged violations of environmental laws. In 2018, a class action was filed against certain of our now former subsidiaries and affiliates in the Philippines in connection with a landslide that occurred in a community where one of our facilities is located. See “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters—Philippines Environmental Class Action” for more information on these legal proceedings. The risk of similar legal actions being taken against the Company in the future cannot be disregarded and we cannot guarantee that any such legal proceedings will be resolved in a manner favorable to us.
An adverse resolution in any such legal proceedings could have a material adverse effect on our business, reputation, financial condition, liquidity, and results of operations.
On December 27, 2023, a group of activists attacked Cemex Deutschland’s Kreuzberg concrete plant. The attack damaged five mixer trucks, the mixing unit at the plant, the conveyor and one of the cement silos. Anarchist group Switch Off took responsibility for the attack. According to their statement, Cemex was targeted due the industry’s CO2 footprint, the Company’s involvement in the Berlin A100 motorway project, and its presence in Israel. In the past, assets of industry players have also been the target of invasions and attacks from activist groups, which have provoked negative economic and reputational consequences on the corresponding company and in our industry. Damage to our material assets and disruptions in our material operational facilities could have a material adverse effect on our business, reputation, financial condition, liquidity, and results of operations.
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In several regions where we have operations, social protests sparking from opposition to the granting and renewal of certain government concessions, permits and licenses, including for the extraction of raw materials to mining and industrial companies, have caused delays and/or failure in obtaining such concessions, permits and licenses for the relevant companies. Government concessions, permits and licenses necessary for our operations must be periodically and frequently requested and/or renewed and similar opposition to the granting of government concessions, permits or licenses necessary for our operations may arise. As a result, we may suffer delays in securing such permits, concessions, and licenses or fail to secure them on favorable terms or at all. Failure to secure material permits, concessions, and licenses could have a material adverse effect on our business, reputation, financial condition, liquidity, and results of operations.
Stakeholders with different or conflicting perspectives could result in further social activism with negative impacts to us, such as legal actions, on-the-ground protests, attacks to our assets or facilities, delays in legal or administrative proceedings, strikes, negative media coverage, business disruption, requests for governments to revoke or deny our concessions, licenses, or other permits, among others. Any such events could have a material adverse effect on our business, reputation, financial condition, liquidity, and results of operations.
Labor activism and unrest, or failure to maintain satisfactory labor relations, could adversely affect our results of operations.
Labor activism and unrest may adversely affect our operations and thereby adversely affect our business, financial condition, liquidity, results of operations, and prospects. Although most of our significant operations have not been affected by any significant labor disputes in the past, we cannot assure you that we will not experience labor unrest, activism, disputes, or actions in the future, including as a result of labor laws and regulations that have recently been enacted or that could come into effect in the future, some of which may be significant and could adversely affect our business, financial condition, liquidity, results of operations, and prospects. For example, in the third quarter of 2024, our operations in Colombia were materially adversely affected by a national transportation strike to protest increased fuel costs. The strike resulted in delays in the distribution of products, thereby hindering our ability to reach the targeted sales volume for that period. We cannot assure you that similar strikes or disruptions will not occur in Colombia or in other countries where we operate, potentially impacting our operations in the future.
Moreover, collective bargaining agreements covering all or part of our operations in other countries may also expire in the following years and negotiations for their renewal may be necessary. For example, the collective bargaining agreements covering all or part of our operations in Germany, France, Colombia, Trinidad and Tobago, Barbados, and Jamaica will expire or could be opted out of in 2025 or shortly thereafter, and as a result, negotiations for their renewal have taken place and/or are expected to take place in 2025 or the following years. Negotiations for the renewal of collective bargaining agreements covering all or part of our operations may or may not be successful. For a description of our most relevant collective bargaining agreements, see “Item 6—Directors, Senior Management, and Employees—Employees.”
We are subject to restrictions and reputational risks resulting from non-controlling interests held by third parties in our consolidated subsidiaries. As of the date of this annual report, we control publicly listed companies in Trinidad and Tobago and in Jamaica, where this risk is heightened.
We conduct our business mostly through subsidiaries. In some cases, third-party shareholders hold non-controlling interests in these subsidiaries. Our most important subsidiaries in which third-party shareholders held non-controlling interests as of the date of this annual report are Trinidad Cement Limited (“TCL”) and Caribbean Cement Company Limited (“CCCL”), both of which are publicly listed companies. Various disadvantages may result from the participation of non-controlling shareholders whose interests may not be aligned with ours.
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Some of these disadvantages may, among other things, result in our inability to, or complicate our ability to, implement organizational efficiencies, divest or acquire assets, contribute capital to such publicly listed subsidiaries to achieve operational improvements, and transfer cash and assets from one subsidiary to another in order to allocate assets most effectively. In addition, we are also exposed to third-party shareholders initiating different actions or proceedings against us as controlling shareholders on corporate and corporate governance related matters, such as tender offer or divestment procedures, which could also harm our reputation and have an adverse effect on our business, liquidity, financial condition and results of operations.
High energy and fuel costs have had and may continue to have a material adverse effect on our business, financial condition, liquidity, and results of operation.
Energy and fuel costs represent an important part of our cost structure. The price and availability of energy and fuel are generally subject to market volatility and inflation, and have had, and may continue to have, an adverse impact on our costs and operating results. If third-party suppliers fail to provide to us the required amounts of energy or fuel under existing agreements, we may need to acquire energy or fuel at an increased cost from other suppliers to fulfill contractual commitments with third parties or for use in our operations. Governments in several countries in which we operate are working to reduce energy subsidies, introduce or tighten clean energy obligations or impose excise taxes and carbon emission caps, which could increase energy costs and have a material adverse effect on our business, financial condition, liquidity, and results of operations.
Our commitment to transition to and increase the use of alternative energy sources and fuels may limit our flexibility to use energy sources and fuels that may be more cost-effective and require us to incur more in capital expenditures and investments than we currently have planned. However, if our efforts to increase our use of alternative fuels are unsuccessful, due to their limited availability, price volatility or otherwise, we would be required to use traditional fuels, which may be more expensive at any given time and increase our energy and fuel costs. Also, any such failure may cause us not to achieve the targets under our “Future in Action” climate action program and certain key performance indicators provided for in our sustainability-linked financing arrangements, which, among other adverse effects, would damage our reputation and give rise to an increase in our cost of capital. Any of this could have a material adverse effect on our business, financial condition, liquidity, and results of operations. See “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters—Mexico” and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Regulatory Matters and Legal Proceedings—Environmental Matters—Mexico—Constitutional Energy Reform” for a description of certain changes in the laws and regulations governing the energy, electricity and hydrocarbons sectors which have been enacted, have undergone or are undergoing constitutional challenges or approval procedures, and which may result in increased costs for our business, which may in turn have a material adverse effect on our business, financial condition, liquidity, and results of operations. See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—Economic conditions globally, including persistently elevated inflation and interest rates, particularly in countries where we operate, have affected and may continue to adversely affect our business, financial condition, liquidity, and results of operations” for more information on the current inflationary environment.
We are increasingly dependent on information technology and our systems and infrastructure, as well as those provided by third-party service providers, face certain risks, including cyber-security risks, which if materialized, could materially and adversely affect our business, financial condition, liquidity, and results of operation.
We increasingly rely on a variety of information technology and cloud services, on a fully digital customer integration platform, such as Cemex Go, and on automated operating systems to manage and support our operations, as well as to offer our products to our customers. The proper functioning of this technology and these systems is critical to the efficient operation and management of our business, as well as for the sales generated by our business.
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Our systems and technologies may require modifications or upgrades as a result of technological changes, growth in our business and to enhance our business security. These changes may be costly and disruptive to our operations and could impose substantial demands on our systems and increase system outage time. Our systems and technology, as well as those provided by our third-party service providers, such as International Business Machines Corporation (“IBM”), Microsoft and HCL Technologies, among others, may be vulnerable to damage, disruption or intrusion caused by circumstances beyond our control, such as physical or electronic break-ins, catastrophic events, power outages, natural disasters, computer system or network failures, security breaches, computer viruses and cyber-attacks, including malicious codes, worms, ransomware, phishing, denial of service attacks and unauthorized access. For example, our digital solutions to improve sales, customer experience, enhance our operations and increase our business efficiencies could be impeded by such damages, disruptions or intrusions. Furthermore, while we expect to further integrate digital technologies into our operations as part of our Digital Forward transformation initiative and believe this is likely to assist us in fulfilling our strategic priorities, these integration efforts and the engagement of additional technology service providers and systems in our operations as part of Digital Forward could increase our exposure to these risks. See “Item 4—Information on the Company—Operating EBITDA Growth—Operational Improvements” for more information on Digital Forward and the related technologies, service providers and systems engaged as part of this digital transformation initiative. To try to minimize such risks, we safeguard our systems and electronic information through a set of cyber-security controls, processes, and a monitoring service to attend to potential breaches. In addition, we also have disaster recovery plans in case of incidents that could cause major disruptions to our business. However, these measures may not be sufficient or we may be unable to efficiently enable them when required, and our systems have in the past been subject to certain minor intrusions that did not result in a material breach or material impact to the Company, including distributed denial of service attacks, unauthorized access attempts, brute force attacks and phishing. As of the date of this annual report, (i) we are certified under and compliant with the International Organization for Standardization (“ISO”) 27001:2022 standards for information security management systems to preserve the confidentiality, integrity and availability of data; (ii) we are certified under the Payment Card Industry (PCI) security standard, which establishes requirements for the secure processing, storage, and transmission of credit card information for e-commerce transactions; and (iii) the majority of our cement plants received the ISO 27001:2022 certification. However, we cannot assure that we will always be able to retain or renew these certifications or that our systems will not be subject to certain intrusions. In a global business environment that relies on complex digital networks, cybercriminals are often outpacing a company’s ability to prevent and manage cyberthreats. The digitalization of global supply chains creates new risks as they increasingly rely on technology and other third parties. Additionally, the integration of newly acquired assets and businesses to Cemex’s network may take time to implement and therefore the period between the acquisition and integration could pose a security risk to Cemex’s current infrastructure, business, and operation. The divestment of businesses could also pose a cybersecurity threat to Cemex’s business and operation, as third parties may be granted limited access to Cemex’s current technology infrastructure as part of transition agreements entered into as part of divestments.
Leveraging digital technology throughout our operations is a fundamental component of our latest cost cutting initiative, “Project Cutting Edge.” Our failure or inability to take advantage of these technologies, or any failure or malfunction of these technologies may lead to us being unable to realize the expected benefits from this initiative. Failure to achieve the results intended with the implementation of “Project Cutting Edge” could have a material adverse impact on our business, financial condition, liquidity, results of operations, and prospects. For more information on this initiative, see “Item 5—Operating and Financial Review and Prospects—Recent Developments— Recent Developments Relating to Project Cutting Edge.”
During 2024, there was a global trend of an increase in security threats, including, but not limited to, phishing and social engineering, smishing, ransomware campaigns, AI-powered attacks and supply chain attacks, among others. While we have invested in the protection of our data and information technology to reduce these risks and periodically test the security of our information systems network, there can be no assurance that our efforts will prevent breakdowns or breaches in our systems that could have a material adverse effect on our financial condition, results of operations and liquidity.
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Any of our vendors’ and third-party service providers’ failure to maintain the security of the data we are required to protect could result in damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs, and also in deterioration in customers’ confidence in us and other competitive disadvantages. While, to date, we have not had a significant cybersecurity breach or attack that has a material impact on our business or results of operations, there can be no assurance that our efforts to maintain the security and integrity of our information technology networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging.
As of December 31, 2024, Cemex Go had more than 64,600 customers across the countries in which we do business, and through Cemex Go we receive approximately 59% of our main product orders which represent 67% of our total global sales. As the penetration and adoption of Cemex Go and our other digital platforms and systems progresses, the impact of any related incident or disruption is likely to increase. Any significant information leakages or theft of information, or any unlawful processing of personal data, could affect our compliance with data privacy laws and make us subject to regulatory action, including substantial fines and private litigation with potentially large costs, and could damage our relationship with our employees, customers, and suppliers, which could have a material adverse impact on our business, financial condition, liquidity, results of operations, and prospects.
Furthermore, in June 2024, our insurance program was renewed for 12 additional months. This program includes insurance coverage that, subject to its terms and conditions, is intended to address certain costs associated with cyber incidents, network failures, and data privacy-related concerns. Nevertheless, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or types of claims that may arise from an incident or the damage to our reputation or brands that may result from an incident. However, any significant disruption to our systems could have a material adverse effect on our business, financial condition, liquidity, and results of operations, and could also harm our reputation.
The development and adoption of AI, including generative AI, and its use by us or use or misuse by third parties, may increase the financial and operational risks or create new financial or operational risks that we are not currently anticipating.
AI technologies offer potential benefits in areas such as customer service personalization and process automation, and we expect to use AI and generative AI to help deliver products, services and support critical functions. We also expect third parties on whom we rely on to do the same. While AI and generative AI offer benefits to our business, the use of AI and generative AI has become a concerning risk in the global landscape. AI and generative AI may be misused by our users or by such third parties. This risk is heightened as the technology’s relative newness, rapid evolution, and widespread adoption outpace the development of regulatory frameworks and standards governing its use, creating challenges for organizations to maintain compliance with data protection and privacy laws. For example, in 2024, cybercriminals utilized AI to develop highly sophisticated phishing campaigns and social engineering attacks. These AI-generated traps are harder to detect, significantly increasing the risk of compromise. The use of generative AI to produce deep-fakes and other forms of impersonation is also becoming increasingly prevalent. The misuse of these technologies could expose us to legal or regulatory risk, damage customer relationships, or cause reputational harm. Our competitors may adopt AI or generative AI more quickly or effectively than us, potentially affecting our competitive position. Given that generative AI technology is so new, many of the potential risks of generative AI are currently unknowable; however, specific risks relating to AI and generative AI could include, among others: (i) Reputational Damage: AI can create convincing fake images, videos, and text that can be used to deceive people. Malicious actors could use AI to create deepfakes of members of our Board of Directors, members of our senior management or other employees, clients or suppliers stating information that deviate from actual events or manipulate financial documents, leading to loss of customer trust and significant reputational damage.
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Moreover, the use of AI trained on inaccurate data sets could result in inaccurate or biased decisions; (ii) Fraudulent Activity: AI could be used to create forged documents or impersonate individuals to commit financial fraud, leading to financial losses and regulatory scrutiny; (iii) Misinformation and Disinformation: The ability to generate realistic and convincing synthetic media could be used to spread misinformation and disinformation, impacting public opinion and undermining trust in the financial system; (iv) Privacy Concerns: AI could be used to create synthetic identities or manipulate personal data, raising privacy concerns and potentially violating data protection regulations; and (v) Cybersecurity Threats: AI could be used to create sophisticated phishing attacks or bypass security measures, increasing the risk of cyberattacks and data breaches. If any of the foregoing were to occur, a material adverse effect on our business, financial condition, liquidity, results of operations, and reputation could materialize.
We may not be able to realize the expected benefits from our portfolio rebalancing or any divestments, acquisitions, investments or joint ventures, some of which may have a material impact on our reputation, business, financial condition, liquidity, and results of operations. Any failure to realize expected benefits from the bolt-on acquisitions of our business strategy heightens this risk.
Our ability to realize the expected benefits from any divestments, acquisitions, investments, joint ventures or partnerships depends, in large part, on our ability to allocate funds and integrate acquired operations with our existing operations in a timely and effective manner or on our ability to impact financial results or operations of or properly manage, together with any partners, any joint venture business, partnership or other business where we hold an investment. These efforts may not be successful. Although we have disposed of assets in the past and may continue to do so to reduce our overall leverage and rebalance our portfolio, certain of our debt instruments have in the past restricted, and may in the future restrict, our ability to make certain investments or divest substantial assets. We may in the future acquire new operations or enter into joint ventures or investments and integrate such operations or assets into our existing operations, and some of such acquisitions, joint ventures, or investments may have a material impact on our business, financial condition, liquidity, and results of operations. We cannot assure you that we will be successful in executing divestments, acquisitions or investments, in allocating funds from such divestments or investments or in identifying or acquiring suitable assets in the future, or that the terms under which we may invest, dispose of or acquire any assets or enter into joint ventures in the future would be favorable to us or that we will be able to find suitable buyers for our divestments or partners for our joint ventures at all.
We may also fail to achieve any anticipated cost savings from any divestment, acquisitions, joint ventures or investments. We have announced that the portfolio rebalancing efforts that are a part of our strategic priorities are expected to include a variety of bolt-on investments, divestments, and acquisitions, which include divestments and acquisitions in different geographies. For example, in 2024 and 2025 we sold our remaining stake in Neoris and our operations in the Philippines, Guatemala and the Dominican Republic. During the same period, we acquired in Germany a majority stake in RC-Baustoffe Berlin GmbH & Co. KG, a recycling company part of the Heim Group. Additionally, in the United States, we entered into a joint venture agreement with sand and gravel supplier, Couch Aggregates, and marine bulk product distributor, Premier Holdings, as part of our ongoing strategy to accelerate growth in the region and expand our aggregates business.
We expect to continue our portfolio rebalancing efforts in 2025. Failure to realize the expected benefits from these divestments and acquisitions, if at all made, would cause us to not achieve certain of our strategic goals and, in turn, our business, financial condition, liquidity, and results of operations could be materially and adversely affected.
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We have adopted a sustainability strategy we consider to be ambitious. Our sustainability strategy includes achieving the targets of our “Future in Action”climate action program and some of these targets are replicated as key performance indicators in our sustainability-linked financing arrangements. Failure to reach these goals may expose us to certain risks that could have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
Our sustainability strategy is underpinned by certain objectives that we are pursuing to achieve by 2030 and 2050, respectively. We may not be successful in reaching our sustainability goals as a result of a number of factors, including our inability to obtain project grants or obtain appropriate external funding or other factors that may be beyond our control. Failure to meet our sustainability goals exposes us to several risks, including: (i) financial risk: if our efforts to achieve our sustainability goals are unsuccessful or reduce our profitability, among other adverse effects, this could damage our operating results and give rise to an increase in our cost of capital and debt; and (ii) reputational risk: our reputation, and business, could be negatively impacted if we fail, or are perceived to have failed, in timely meeting these sustainability targets, or fail to realize the anticipated benefits of planned investments and technology innovations related to sustainability. Such failure or perceived failure could adversely impact the demand for our products and subject us to liabilities and reputational risks that could in turn adversely affect our business, financial condition, and results of operations.
Achieving our sustainability goals could cause us to incur substantial expense and alter our operations, certain other capital or operational expenditures or product development processes. The incurrence of these financial obligations, expenditures and the making of these decisions may be non-optimal from a financial perspective, expensive, inconsistent with the expectations of investors and any longer-term benefits may not materialize within the time frame we expect or at all, which could harm our business, revenue, and financial results. We plan to continue investing in our sustainability strategy to develop and advance such projects through our capital expenditures to achieve our sustainability goals. We may continue to require external financing to pay our operating and general and administrative expenses, continue the advancement of our sustainability strategy, and fund our other projects. To the extent we rely on external financing, we may incur additional material financial obligations to repay the funds borrowed with interest to finance our sustainability strategy and may become subject to covenants and restrictions that restrict operating flexibility. Any of this, individually or in aggregate, could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
In addition, as a result of general economic conditions, the state of our business, operations and financial results, and/or on the cost and effectiveness of technologies that are available, we may decide to prioritize other type of investments in our business over investments related to our “Future in Action” climate action program, which could delay us from meeting, or lead us to abandon, our 2030 and 2050 targets or any intermediate target under our “Future in Action” climate action program.
A substantial amount of our total assets consists of intangible assets, including goodwill. We have recognized charges for goodwill impairment in the past, nevertheless no goodwill impairment was recognized in 2024, but if market or industry conditions deteriorate in the future, additional impairment charges may be recognized.
Our 2024 audited consolidated financial statements included elsewhere in this annual report, have been prepared in accordance with IFRS as issued by the IASB, under which goodwill is not amortized and is tested for impairment. Tests for impairment are carried out when indicators exist or at least once a year during the fourth quarter of each year and are performed by determining the value-in-use of its groups of cash-generating units (“CGUs”) to which goodwill balances have been allocated. The recoverable amount of CGUs consists of the higher of such groups of cash-generating units’ fair value, less cost to sell, and their corresponding value in use, represented by the discounted amount of estimated future cash flows expected to be generated by such groups of CGUs to which goodwill has been allocated.
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An impairment loss is recognized under IFRS if the recoverable amount is lower than the net book value of the groups of CGUs to which goodwill has been allocated within other expenses, net. We determine the discounted amount of estimated future cash flows over periods of five years. If the value in use of a group of CGUs to which goodwill has been allocated is lower than its corresponding carrying amount, we determine its corresponding fair value using methodologies generally accepted in the markets to determine the value of entities, such as multiples of Operating EBITDA and/or by reference to market transactions.
Impairment tests are significantly sensitive to, among other factors, the estimation of future prices of our products, the development of operating expenses, local and international economic trends in the construction industry, the long- term growth expectations in the different markets, as well as the discount rates and the growth rates in perpetuity applied. For purposes of estimating future prices, we use, to the extent available, historical data; plus the expected increase or decrease according to information issued by trusted external sources, such as national construction or cement producer chambers and/or in governmental economic expectations. Operating expenses are normally measured as a constant proportion of revenue, following experience. However, such operating expenses are also reviewed considering external information sources in respect of inputs that behave according to international prices, such as oil and gas. We use specific pre-tax discount rates for each group of CGUs to which goodwill is allocated, which are applied to pre-tax cash flows. The amounts of estimated undiscounted cash flows are significantly sensitive to the growth rates in perpetuity applied. The higher the growth rate in perpetuity applied, the higher the amount of undiscounted future cash flows by group of CGUs obtained. Moreover, the amounts of discounted future cash flows are significantly sensitive to the weighted average cost of capital (discount rate) applied. The higher the discount rate applied, the lower the amount of discounted estimated future cash flows by group of CGUs obtained.
We performed our annual goodwill impairment test during the fourth quarter of 2023 and 2024. For the year ended December 31, 2024, we did not recognize any goodwill impairment losses considering that, in most cases, our cash flows projections by reportable operating segments to which our goodwill balances have been allocated slightly improved compared to 2023. This was mainly due to reductions in the applicable discount rates, which on a weighted average decreased 70 basis points in 2024, or 0.7%, compared to 2023, while the generation of our Operating EBITDA is generally expected to remain flat as a result of geopolitical uncertainty, among other factors. For the year ended December 31, 2023, we did not determine any goodwill impairment losses considering the increase in the Company’s projected cash flows linked to the improved generation of Operating EBITDA in the majority of the countries in which we operate to which goodwill balances have been allocated and the positive outlook for the following years, partly offset by the general increase in the applicable discount rates in comparison to 2022, which on average increased 120 basis points, or 1.2%. See notes 16.1, and 16.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. Considering the important role that economic factors play in testing goodwill for impairment, we cannot assure that any downturn in the economies where we operate will not necessitate further impairment tests and a possible downward readjustment of our goodwill for impairment under IFRS. Such an impairment test could result in impairment charges which could be material to our financial statements, which could have a material adverse effect on our financial condition.
Activities in our business can be hazardous and can cause injury to people or damage to property in certain circumstances.
Most of our production facilities and units, as well as mineral extraction locations, require individuals to work with chemicals, equipment and other materials that have the potential to cause fatalities, harm and injury when used without due care. An accident or injury that occurs at our facilities could result in disruptions to our business and operations and could have legal and regulatory, as well as reputational, consequences.
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As a result, we may be required to compensate such individuals or incur other costs and liabilities, any and all of which could have a material adverse impact on our reputation, business, financial condition, liquidity, results of operations, and prospects.
Additionally, cement production raises a number of health and safety issues. As is the case with other companies in our industry, some of our aggregate products contain varying amounts of crystalline silica. Also, some of our construction and material processing operations release, as dust, crystalline silica that is in the materials being handled. Prolonged inhalation of very small-sized particles of crystalline silica has allegedly been associated with respiratory disease (including silicosis). Additionally, prolonged exposure to chemicals, such as those employed occasionally during the elaboration of some of our products, has also been associated with various health issues. As part of our annual due diligence, we work with our stakeholders to verify that certain health and safety protocols are in place with regards to the management of silica and its health effects, as well as in relation to other substances and products. Nonetheless, any health issues related to cement and aggregates production or construction and material processing can result in claims related to exposure to these products or substances, which could have a material adverse impact on our reputation, business, financial condition, liquidity, results of operations, and prospects.
Other health and safety issues related to our business include: burns arising from contact with hot cement kiln dust or dust on preheater systems; airborne hazards related to our aggregates mining activities; noise, including from chutes and hoppers, milling plants, exhaust fans, and blowers; the potential for dioxin formation if chlorine-containing alternative fuels are introduced into kilns; plant cleaning and maintenance activities involving working at elevated heights or in confined or other awkward locations, and the storage and handling of coal, pet coke, and certain alternative fuels, which, in their finely ground state, can pose a risk of fire or explosion; and health hazards associated with operating ready-mix concrete trucks. While we have various system trainings and modules in place to meet our health and safety goals, there can be no assurance that these efforts will be entirely effective. We may also be exposed to liability resulting from injuries or fatalities involving third-party service providers, such as drivers for our suppliers when delivering products or services to us. While we actively seek to minimize the risk posed by these issues, personal injury claims may be made, and substantial damages awarded, against us, which could have a material adverse impact on our reputation, business, financial condition, liquidity, and results of operations. Additionally, we may also be required to change our operational practices, involving material capital expenditure.
The introduction of or failure to introduce construction material substitutes or alternative forms of cement, ready-mix concrete, or aggregates into the market and the development of or failure to develop new construction techniques and technologies could have a material adverse effect on our business, financial condition, liquidity, and results of operations and could have an impact in our sustainability targets.
Materials such as plastic, aluminum, ceramics, glass, wood, and steel can be used in construction as a substitute for cement, ready-mix concrete, or aggregates. In addition, other construction techniques, such as the use of dry wall, and the integration of new technologies in the construction industry, such as 3-D printing, mini-mills, and mobile plants, and changes in housing preferences could adversely impact the demand and price for our cement, ready-mix concrete, and/or aggregates. Furthermore, research aimed at developing new construction techniques and modern materials and digitalizing the construction industry may introduce new products and technologies in the future that could reduce the demand for and prices of our products.
On the other hand, our efforts to introduce new products or products with non-traditional compositions (such as our Vertua portfolio of products with sustainable attributes such as lower carbon, energy efficiency, water conservation, use of recycle materials, and design optimization) or to develop and market new construction techniques and technologies (including those within our Urbanization Solutions, as well as our innovation initiatives through Cemex Ventures, Global Research and Development, and Global Operations and Technical) are not only aimed at increasing our operating results, but are also relevant to achieve the targets of our “Future in Action” climate action program and certain key performance indicators provided for in our sustainability-linked financing arrangements.
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Therefore, if our efforts to introduce these products and construction techniques and technologies are unsuccessful or unprofitable, among other adverse effects, this would damage our operating results and reputation and give rise to an increase in our cost of capital.
Any of the above, individually or in the aggregate, could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
We operate in highly competitive markets with numerous players employing different competitive strategies and if we do not compete effectively, our revenues, market share, business and results of operations may be affected.
The markets in which we operate are highly competitive and are served by a variety of established companies with recognized brand names, companies that have more capital to allocate to their business, operations and commercial activities than compared to us, as well as new market entrants and increasing imports. Companies in these markets compete based on a variety of factors, often employing strong pricing strategies to gain market share. For example, in the relatively consolidated cement and ready-mix concrete industries, our business strategy is based on quality, client segmentation, value proposition, and superior customer experience. In the more fragmented market for aggregates, our business strategy is based on capacity, price for our products, and our customer centric culture. In certain areas of the markets in which we compete, some of our competitors may be more established, benefit from greater brand recognition or have greater manufacturing and distribution channels and other resources than we do or offer a better customer experience than we do. In addition, if our competitors were to combine, which they have done in the past (e.g., Holcim Group (“Holcim”) and Lafarge), they may be able to compete more effectively with us, and they may also dispose of assets, which could lead to new market entrants, increasing competition in our markets. In the last year, mergers and acquisitions transactions played an important role in the markets where we operate. For example, in 2024, Quikrete Holdings, Inc. announced its acquisition of Summit Materials, Inc. (“Summit”) in the United States, following Summit’s 2023 acquisition of Cementos Argos S.A.’s U.S. based operations. In addition, Heidelberg Materials AG (“Heidelberg”) acquired Giant Cement Holding Inc., including an alternative fuel recycling business, with a goal of strengthening its presence in the southeastern United States. Given our substantial operations in the United States and our strategic focus on business growth within the region, it remains uncertain how these transactions will affect competitive dynamics in this or other U.S. regions. Also, some of our competitors, such as CRH plc, have effectively structured their organization and business to grow their operations in the United States, which may affect our revenues and market share if they are successful in their strategy. In the United Kingdom, where we also have operations, Holcim acquired Land Recovery and Heidelberg acquired B&A Group, both of which are suppliers of recycled construction materials. The extent of the impact these transactions will have in the region or other regions within the United Kingdom remains uncertain. We also have, and have previously had, commercial relations with some of the parties involved in these transactions, and we cannot be certain that, following these transactions, such parties or their acquirors will be willing to maintain or resume a commercial relationship with us. In addition, if any of our major competitors divest assets in different parts of the world, this may lead to increased competition in the markets in which we operate. It is unclear how competitors that could potentially acquire those assets will compete in the markets in which we operate. Some may use strategies based on imports and pricing that could be damaging to our industry’s profitability and, as a consequence, our results of operations. In addition, asset optimization by buyers of the disposed assets could result in an operational cost advantage. As a result, if we are not able to compete effectively, we may lose market share, potentially substantially, in the countries in which we operate, and our revenues could decline or grow at a slower rate and our business and results of operations would be harmed, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
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We may fail to secure certain materials required to run our business, or could secure them at higher prices, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
We increasingly use in most of our business certain by-products of industrial processes produced by third parties, such as pet coke, fly ash, slag and synthetic gypsum, among others, as well as natural resources such as water. While we are not dependent on any particular suppliers, we try to secure the supply of the required materials, products or resources through long-term renewable contracts and framework agreements, which allow us to better manage supplies. Although levels began to stabilize in 2024, in 2023, droughts and a lighter rain season in Panama contributed to the decrease in the daily transit capacity of the Panama Canal, effectively impacting worldwide operations. Although Cemex was not particularly affected by the decrease in transit capacity, continued droughts may have an impact on the transport of materials required to run our business, including in transport by our suppliers. Short-term contracts are entered into in certain countries where we operate. Should existing suppliers cease operations or reduce or eliminate production of these by-products (mainly fly ash from coal-fired power plants or slags from steel-making), or should for any reason any suppliers not be able to deliver to us the contractual quantities, or should laws and/or regulations in any region or country limit the access to or impose trade barriers, such as tariffs, on these materials, products, reserves or resources, or tariffs or similar charges by governments on the use of vehicles and vessels used to transport materials, sourcing costs for these materials could increase significantly or require us to find alternative sources for these materials, which could have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects. In particular, scarcity and quality of natural resources (such as water and aggregates reserves) in some of the countries where we operate could have a material adverse effect on our financial condition, operations, costs and results of operations.
Failure to secure materials required to run our business may also arise from our or our supplier’s delay or failure in maintaining, obtaining or renewing governmental or other approvals, concessions, licenses and permits for the conduct of business, which may in turn have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects. See “Item 3—Key Information—Risk Factors—Risks Relating to Regulatory and Legal Matters—We or our third-party providers may fail to maintain, obtain, or renew, or may experience material delays in obtaining, requisite governmental or other approvals, licenses, and permits for the conduct of our business” and “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations —Political, social, and geopolitical events, changes in public policies and other risks in some of the countries where we operate, which are inherent to the operations of an international company, could have a material adverse effect on our business, financial condition, liquidity, and results of operations” for a description of circumstances which may cause such delays or failures.
Our operations and ability to source products and materials can be affected by adverse weather conditions, hydrometeorological and geological hazards such as hurricanes, flash floods, earthquakes, and/or natural disasters, including climate change, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
Construction activity, and thus demand for our products, decreases substantially during periods of cold weather, when it snows or when heavy or sustained rainfalls occur, or generally, in any rainy and snowy weather. Consequently, demand for our products is significantly lower during the winter or raining and snowing seasons in the countries in which we operate and do business. Generally, winter weather in our European and North American operations significantly reduces our first quarter sales volumes, and to a lesser extent our fourth quarter sales volumes. Sales volumes in these and similar markets generally increase during the second and third quarters because of normally better weather conditions. However, high levels of rainfall and/or snow can also adversely affect our operations during these periods, as well as our access to products and materials used in our operations.
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Natural disasters throughout 2024, such as Hurricane John in Mexico, flash floods in Spain and severe droughts in North America had, and in the future could have, a negative impact on our sales volumes, which could also have a material adverse effect on our results of operations. Our operations, particularly in Florida and Texas, the Caribbean and certain parts of the Gulf of Mexico, are exposed to hurricanes and similar weather events. Particularly, in the second quarter of 2024, our cement and ready-mix volumes declined due to adverse weather conditions. Similarly, in the third quarter of 2024, our operations were significantly impacted by extreme weather, including three major hurricanes and above-average precipitation and flooding. During this period, although we achieved higher prices in local currency terms, these gains were more than offset by lower volumes, which were affected by extraordinary weather conditions across all of our regions. These quarterly results underscore the cumulative impact of weather-related disruptions. For the years ended December 31, 2024, 2023 and 2022, the Company’s other expenses, net in the statement of income, include expenses and losses associated with severe weather conditions of $9 million, $3 million and $1 million, respectively, mainly related to hurricanes in Mexico and the United States in 2024, winter storms in the United States in 2023 and Hurricane Ian in 2022. These events generated incremental costs related to power and gas consumption costs and additional parts replacement, but these costs could be materially higher in case the frequency and severity of any weather event increases, in particular as a result of climate change. Additionally, such events may lead to: (i) the destruction of or damage to our facilities and infrastructure, leading to operational disruptions; (ii) damages or evacuations affecting our workforce and communities, leading to staffing shortages and production stoppages; (iii) disruptions in supply chains and transportation networks, potentially causing delays or shortages of critical materials and services; (iv) increased costs for materials and services due to scarcity and emergency response measures; (v) significant damage to transportation infrastructure, such as roads and ports, hindering the movement of goods and personnel; (vi) decreased consumer spending, negatively impacting demand for our products and services; (vii) a slowdown in economic activity, particularly in sectors like construction, which are vital for our business; (viii) challenges in accessing financing due to increased market volatility and risk aversion; (ix) potential liquidity issues if operational cash flow is disrupted and access to credit becomes more constrained; (x) difficulties in refinancing debt under favorable terms, if at all, due to market disruptions; and (xi) challenges in meeting or renegotiating the terms of financial obligations, including covenants in credit agreements. The duration and severity of the impacts of these natural disasters are even more unpredictable and could have prolonged adverse effects on our operations and financial condition, especially if such events become more frequent or severe due to climate change.
In general, decreases in sales volumes because of weather events or natural disasters are usually counterbalanced by the increase in the demand for our products during the reconstruction phase, unless any of our operating units or facilities are impacted by the natural disaster, or if our access to our sources of raw materials and the general supply chain is also affected. Such adverse weather conditions and natural disasters can have a material adverse effect on our business, financial condition, liquidity, and results of operations if they occur with unusual intensity, during abnormal periods, or last longer than usual in our major markets, or if they cause scarcity and increases in the cost of the products we need to run our business, especially during peak construction periods.
We could be materially and adversely affected by any significant or prolonged disruption to our production facilities, which could impact our business, financial condition, liquidity, and results of operations.
Any prolonged and/or significant disruption to our production facilities, whether due to repair, maintenance or servicing, governmental or administrative actions, regulatory issues, civil unrest, industrial accidents, unavailability or excessively high cost of raw materials such as energy to the point of making it inefficient to run our production facilities, mechanical equipment failure, human error, natural disaster, cyber-attack to our systems, public health threat or otherwise, could disrupt and adversely affect our operations.
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Additionally, any major or sustained disruptions in the supply of utilities such as water, gas or electricity or any fire, flood, earthquake, hurricane, volcanic eruption, landslide, blizzard or other natural calamities or communal unrest or acts of terrorism may disrupt our operations or damage our production facilities or inventories and could have a material adverse effect on our business, financial condition, liquidity, and results of operations. We typically shut down our facilities to undertake maintenance and repair work at scheduled intervals. Although we schedule shutdowns such that not all our facilities are shut down at the same time, the unexpected shutdown or closure of any facility or the unexpected prolongation for unforeseen reasons of any scheduled shutdown or temporary closure, may nevertheless materially affect our business, financial condition, liquidity, and results of operations from one period to another.
Our insurance coverage may not cover all the risks to which we, our board members, officers and employees may be exposed or may cover them to an amount that may not be sufficient to satisfy our requirements.
Among others, we face the risks of fatalities and injury of our employees and contractors, loss and damage to our products, property and machinery due to, among other things, public health threats, fire, theft and natural disasters such as floods, and also face risks related to cybersecurity-and politically-related matters. Such events may cause a disruption to, or cessation of, our operations and business. Our insurance coverage may not be sufficient to cover all of our potential losses and liabilities. In addition, our insurance coverage may not cover all the risks to which we may be exposed, such as all risks related to pandemics and/or epidemics (such as COVID-19), cybersecurity incidents, and political risk. If our losses exceed our insurance coverage, or if we are not covered by the insurance policies we have taken up, we may be liable to cover any shortfall or losses. Our insurance premiums may also increase substantially because of such claims. Such circumstances could have a material adverse effect on our business, liquidity, financial condition, and results of operations.
Our success depends largely on the strategic vision and actions of Cemex, S.A.B. de C.V.’s Board of Directors and on key members of our executive management team and the availability of a specialized workforce.
Our success depends largely on the strategic vision and actions of Cemex, S.A.B. de C.V.’s Board of Directors and on key members of our executive management team. The loss of some or all of Cemex, S.A.B. de C.V.’s directors or our senior management could have a material adverse effect on our business, financial condition, liquidity, and results of operations, as well as on our reputation. Although Cemex, S.A.B. de C.V.’s shareholders have appointed new members of the Board of Directors, including to replace outgoing board members, we cannot assure you that this will continue to occur nor that the current structure and composition of Cemex, S.A.B. de C.V.’s Board of Directors will be maintained, in particular within the framework of any corporate government enhancements that Cemex, S.A.B. de C.V. may implement. Effective March 25, 2025, the composition of the Board of Directors changed and effective April 1, 2025, we have a new Chief Executive Officer and members of senior management. We cannot assure you that the current structure and composition of our Board of Directors or senior management will be maintained or that they will be successful in reaching our business goals. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Changes in our Senior Management” for information on the composition of Cemex, S.A.B de C.V.’s senior management, and for information on the composition of Cemex, S.A.B. de C.V.’s Board of Directors as of the date of this annual report. See also “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings—Ordinary General Shareholders Meeting.”
The execution of our business strategy also depends on our ongoing ability to attract and retain highly skilled employees. For a variety of reasons, particularly due to the competitive environment and the limited availability of skilled labor, we may not be successful in attracting and retaining the personnel we require.
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In addition, the availability of trained and skilled transportation operators and drivers is at times lacking in certain countries in which we operate, including, but not limited to, in the United States. Consequently, the manufacturing and distribution of our products may be adversely affected if we are unable to hire or train persons to perform such tasks. If we are unable to hire, train and retain qualified employees at a reasonable cost, we may be unable to successfully operate our business or capitalize on growth opportunities and, as a result, our business, financial condition, liquidity, and results of operations could be materially and adversely affected.
Future pandemics and epidemics could materially adversely affect our financial condition and results of operations.
Any future pandemics and epidemics may cause governments and health authorities around the world to implement measures attempting to contain and mitigate its spread and effects, including measures similar, but not limited to, those implemented during the COVID-19 pandemic. Measures previously implemented in connection with past pandemics and epidemics have resulted and/or may result in: (i) restrictions on, or suspended access to, or shutdown, or suspension or the halt of, our facilities, including our cement plants and grinding mills; (ii) staffing shortages, production slowdowns, or stoppages and disruptions in our delivery systems; (iii) disruptions or delays in our supply chains, including shortages of materials, products, and services on which we and our businesses depend; (iv) reduced availability of land and sea transport, including labor shortages, logistics constraints, and increased border controls or closures; (v) increased cost of materials, products, and services on which we and our businesses depend; (vi) reduced investor confidence and consumer spending in the regions where we operate and globally; (vii) a slowdown in economic activity, including in the construction industry, and a decrease in demand for our products and services and industry demand generally; (viii) constraints on the availability of financing, if available at all, including on access to credit lines and working capital facilities; (ix) inability to satisfy liquidity needs if our operating cash flow and funds received under receivables and inventory financing facilities decrease or if we are not able to obtain borrowings under credit facilities, proceeds of debt and equity offerings, and/or proceeds from asset sales; (x) our inability to refinance our indebtedness on desired terms, if at all; or (xi) our inability to comply with, or receive waivers with respect to, restrictions and covenants under the agreements governing our indebtedness and financial obligations, including, but not limited to, maintenance covenants under our Credit Agreements. As to the effects and duration of the previous COVID-19 pandemic, there could still be significant minimal adverse effects in the future mainly in connection with: (i) impairment of long-lived assets including goodwill; (ii) foreign exchange losses related to our obligations denominated in foreign currency; (iii) increases in estimated credit losses on trade accounts receivable; and (iv) further disruption in supply chains.
Risks Relating to Our Indebtedness and Certain Other Obligations
The Credit Agreements, the indentures governing the Notes and our other debt agreements and/or instruments and other agreements contain several restrictions and covenants. Our failure to comply with such restrictions and covenants or any inability to capitalize on business opportunities or refinance our debt resulting from them could have a material adverse effect on our business and financial conditions.
Each Credit Agreement requires us to comply with financial ratios and tests, including (i) a minimum Consolidated Coverage Ratio of Consolidated EBITDA to Consolidated Interest Expense and (ii) a maximum Consolidated Leverage Ratio of Consolidated Net Debt to Consolidated EBITDA, in each case, as described in each Credit Agreement. The calculation and formulation of Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Debt, Consolidated Coverage Ratio and Consolidated Leverage Ratio are defined and set out in each Credit Agreement and may differ from the calculation and/or formulation of analogous terms in this annual report.
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For the purpose of the aforementioned financial ratios, EBITDA represents Operating EBITDA. Our ability to comply with these ratios may be affected by our results of operations, economic conditions and volatility in foreign exchange rates, by overall conditions in the financial and capital markets and the construction sector, and by any monetary penalties or fines we may have to pay as a result of any administrative or legal proceedings to which we may be exposed to. See “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings” for more information. Additionally, each Credit Agreement requires us to comply with certain covenants and restrictions consistent with an investment grade capital structure. As of December 31, 2024, there were $2,728 million, €400 million and Ps 11,500 million aggregate principal amount of then-outstanding Notes under the indentures governing such Notes. The indentures governing our Notes impose operating and financial restrictions on us, which are more stringent than those imposed by the Credit Agreements, however, some of these restrictions are either partially or fully suspended, but if the Notes lose their investment grade ratings, then such restrictions will limit our ability, among other things, to: (i) incur debt, including restrictions on incurring debt at our subsidiaries, which are not parties to the indentures governing the Notes; (ii) pay dividends on stock; (iii) redeem stock or redeem subordinated debt; (iv) make investments; (v) guarantee indebtedness; and (vi) create or assume liens.
Most of the covenants and restrictions in the Credit Agreements and the indentures governing our Notes are subject to a number of exceptions and qualifications. Some of these restrictions are either partially or fully suspended, but if we lose our investment grade rating, then we would be subject to additional restrictions under certain of our Credit Agreements and the indentures governing our Notes, which would limit our ability to conduct business at our discretion and may, among other effects, potentially impede or restrict refinancing plans with respect to our debt limit, as well as our ability to seize opportunities for our business, particularly if we are unable to incur financing or make investments to take advantage of such opportunities, further reducing our financial and operational flexibility. The breach of any of these covenants could result in a default under the Credit Agreements and/or the indentures governing our outstanding Notes, as well as certain other existing debt obligations, as a result of cross-default provisions contained in the instruments governing such debt obligations. In the event of a default under any of the Credit Agreements and/or the indentures governing our outstanding Notes, lenders under the applicable Credit Agreement and holders of our outstanding Notes could seek to declare all amounts outstanding under such Credit Agreement and such Notes, together with accrued and unpaid interest, if any, to be immediately due and payable. If the indebtedness under the Credit Agreements, our outstanding Notes, or certain other existing debt obligations were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full such accelerated indebtedness or our other indebtedness. We cannot guarantee that we will be able to comply with the covenants and limitations contained in the Credit Agreements, in the indentures governing our Notes or in other agreements which constitute financial indebtedness in excess of $50 million. Our failure to comply with such covenants and limitations could result in an event of default (including by cross-default), which could materially and adversely affect our business, financial condition, liquidity, and results of operations.
We have historically, when needed, sought and obtained waivers and amendments to several of our debt instruments relating to a number of financial ratios, restrictions and covenants. Our ability to comply with these could be affected by global economic conditions, foreign exchange rates and the financial and capital markets, among other factors. We may need to seek waivers or amendments to debt agreements or debt instruments in the future. However, we cannot assure you that any such waivers or amendments will be obtained. If we are unable to comply with the provisions of our debt agreements or debt instruments, and are unable to obtain a waiver or amendment, the indebtedness outstanding under such debt agreements and/or instruments could be accelerated. Acceleration of these debt agreements and/or instruments would have a material adverse effect on our business, liquidity or financial condition.
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We have a substantial amount of debt and other financial obligations. If we are unable to secure refinancing on favorable terms or at all, we may not be able to comply with our payment obligations upon their maturity. Our ability to comply with our principal maturities and financial covenants may depend on us implementing certain strategic initiatives, including, but not limited to, making asset sales, and there is no assurance that we will be able to implement any such initiatives or execute such sales, if needed, on terms favorable to us or at all.
As of December 31, 2024, our total debt plus other financial obligations was $7,358 million (principal amount $7,388 million, excluding deferred issuance costs). Of such total debt plus other financial obligations, $1,116 million (principal amount $1,116 million) is scheduled to mature during 2025; $1,043 million (principal amount $1,047 million) is scheduled to mature during 2026; $847 million (principal amount $856 million) is scheduled to mature during 2027; $820 million (principal amount $829 million) is scheduled to mature during 2028; and $3,532 million (principal amount $3,539 million) is scheduled to mature after 2028. If we are unable to comply with, or refinance or extend, maturities under certain of our indebtedness, substantially all of our debt could be accelerated. Acceleration of our debt would have a material adverse effect on our business, financial condition, liquidity, and results of operations. As a result of the potential failure to achieve the targets under our strategic initiatives, the potential failure to comply with the restrictions under the Credit Agreements, the indentures that govern our outstanding Notes or other debt instruments, or any volatility in the credit and capital markets and uncertain market conditions, we may not be able to generate enough cash or, if needed to repay our indebtedness, raise debt, equity and/or equity-linked capital on favorable terms or at all. These circumstances could also prevent us from securing extensions from relevant creditors and undertaking alternative actions to refinance, such as the completion of asset sales on terms that are economically attractive or at all, and could significantly limit the availability of funds to potential acquiring parties, or could affect our ability to invest in our “Future in Action” climate action program. If we fail to secure funds to repay our indebtedness in these or any other manners, we may not be able to comply with payment obligations under our indebtedness, or if our cash flow or capital resources prove inadequate, we may not be able to comply with financial covenants under our indebtedness, either of which would have a material adverse effect on our business, financial condition, liquidity, and results of operations.
Also, there can be no assurance that we will be able to implement our business strategy and initiatives and improve our results and revenues, which could affect our ability to refinance and/or comply with our payment obligations under our debt agreements and instruments.
We may not be able to generate sufficient cash to service our indebtedness or satisfy our short-term liquidity needs, and we may be forced to take other actions to do so, which may not be successful.
Historically, we have addressed our liquidity needs, including funds required to make scheduled principal and interest payments, refinance debt, and fund working capital and planned capital expenditures, mostly with operating cash flow, borrowings under credit facilities and receivables and inventory financing facilities, proceeds of debt and equity offerings and proceeds from asset sales. As of December 31, 2024, we had $658 million funded under our securitization programs in Mexico, the United States, France and the United Kingdom. We cannot assure you that, going forward, we will be able to roll over or renew these programs or generate sufficient cash to service our indebtedness or satisfy our short-term liquidity needs through the means we have historically used. This could adversely affect our liquidity and force us to take other actions to service our indebtedness or satisfy our short-term liquidity needs, which may be unsuccessful.
Specifically, we have periodically resorted and may continue to resort to the capital markets to raise debt, equity and equity-linked capital as our principal alternative to the means to obtain liquidity described in the paragraph above. A wide variety of factors may have adverse effects on our operating results and negatively affect our credit rating and the market value of Cemex, S.A.B.
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de C.V.’s CPOs and ADSs, or that of our publicly listed subsidiaries, TCL and CCCL. In such event, securities issued by us could be deemed undesirable in the capital markets, which could make traditional sources of capital unavailable to us on reasonable terms or at all. If the global economic environment deteriorates and our operating results worsen, if we are unable to complete divestitures and/or debt or equity offerings on favorable terms or at all and/or our cash flow or capital resources prove inadequate, we could face liquidity problems and may not be able to comply with our principal payments under our indebtedness or refinance our indebtedness.
Cemex, S.A.B. de C.V.’s ability to repay debt and pay dividends is highly dependent on our subsidiaries’ ability to transfer income and dividends to us. As of the date of this annual report, we control two publicly listed companies, where this risk is heightened.
Aside from its operations in Mexico, Cemex, S.A.B. de C.V. is a holding company that owns the stock of its direct subsidiaries and is the beneficial owner of the equity interests of its indirect subsidiaries and has holdings of cash and marketable securities. In general, Cemex, S.A.B. de C.V.’s ability to repay debt and pay dividends, as well as to make other payments, depends on the continued transfer to it of dividends and other income and funds from its subsidiaries. The ability of Cemex, S.A.B. de C.V.’s subsidiaries to pay dividends and make other transfers to Cemex, S.A.B. de C.V. is subject to various regulatory, contractual and legal constraints of the countries in which we operate, as well as our continued compliance with terms under our debt agreements and instruments under which certain covenants have been either partially or fully suspended.
The ability of Cemex, S.A.B. de C.V.’s subsidiaries to pay dividends and make loans and other transfers to it is generally subject to various regulatory, legal, and economic limitations. Depending on the jurisdiction of organization of the relevant subsidiary, limitations may include solvency and legal reserve requirements, dividend payment restrictions based on interim financial results or minimum net worth, and withholding taxes on loan interest payments. For example, (i) pursuant to applicable Mexican law, dividends from our Mexican subsidiaries are limited to the total profits of each such subsidiary (as reflected in each subsidiary’s year-end financial statements), after deducting a legally required reserve (equal to one fifth of such subsidiary’s capital) and any losses incurred by such subsidiary in previous fiscal years and require the approval of its stockholders; (ii) pursuant to applicable Spanish law, our Spanish subsidiaries, which includes the main holding company of our international operations, may only distribute dividends if, as a result of the distribution, the net worth value of such subsidiary will not be less than such subsidiary’s share capital during the applicable fiscal year and the amount of such subsidiary’s available reserves is at least equal to the amount of the research and development expenses recorded in by such subsidiary on its balance sheet. As a result, each Spanish subsidiary must reserve 10% of its profits in a given year, until reaching at least 20% of the company’s share capital, and any surplus may then be distributed as dividends; and (iii) pursuant to applicable French law, dividends from our French subsidiaries are limited to the net profits of each such subsidiary (as reflected in each subsidiary’s year-end financial statements), after deducting a legally required reserve (equal to 10% of such subsidiary’s share capital), and require the approval of its stockholders.
Also, any decision to have any of Cemex, S.A.B. de C.V.’s indirect subsidiaries that are not wholly-owned by us, such as TCL, or CCCL, both of which are publicly listed, declare and pay dividends or make loans or other transfers to us is subject to any rights that non-controlling shareholders may have in the corresponding subsidiary.
Additional or more restrictive limitations on our subsidiaries could adversely affect Cemex, S.A.B. de C.V.’s ability to service its debt, meet other cash obligations, and pay dividends to its shareholders.
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Cemex, S.A.B. de C.V. may also be subject to exchange controls on remittances by its subsidiaries from time to time in a number of jurisdictions. In addition, Cemex, S.A.B. de C.V.’s ability to receive funds from its subsidiaries may be restricted by the debt instruments and other contractual obligations of these entities. The jurisdictions of organization of Cemex, S.A.B. de C.V.’s current or future subsidiaries may impose additional and more restrictive regulatory, legal, and/or economic limitations. In addition, Cemex, S.A.B. de C.V.’s subsidiaries may not be able to generate sufficient income to pay dividends or make loans or other transfers to it in the future, or may not have access to Dollars in their respective countries, which, as of the date of this annual report, is Cemex, S.A.B. de C.V.’s preferred currency.
We have to service part of our debt and other financial obligations denominated in Dollars and Euros with revenues generated in Mexican Pesos or other currencies, as we do not generate sufficient revenue in Dollars and Euros from our operations to service all our debt and other financial obligations denominated in Dollars and Euros. This could adversely affect our ability to service our obligations in the event of a devaluation of the Mexican Peso, or any of the other currencies of the countries in which we operate, compared to the Dollar and Euro. In addition, our consolidated reported results and outstanding indebtedness are significantly affected by fluctuations in exchange rates between the Dollar (our reporting currency) vis-à-vis the Mexican Peso and other significant currencies within our operations.
A substantial portion of our total debt plus other financial obligations is denominated in Dollars and Euros. As of December 31, 2024, our debt plus other financial obligations denominated in Dollars and Euros represented 69% and 14% of our total debt plus other financial obligations, respectively. Our Dollar-denominated and Euro-denominated debt must be serviced with funds generated to some extent by our direct and indirect subsidiaries’ operations outside the United States and Europe. Although we have substantial operations in the United States and Europe, we continue to rely to some extent on our non-U.S. assets and non-European assets to generate revenues to service our Dollar- denominated and Euro-denominated debt. Consequently, we have to use revenues generated in Mexican Pesos or other currencies to service our Dollar-denominated and Euro-denominated obligations. See “Item 5—Operating and Financial Review and Prospects—Quantitative and Qualitative Market Disclosure—Interest Rate Risk, Foreign Currency Risk and Equity Risk—Foreign Currency Risk.” A devaluation of the Mexican Peso, Pound Sterling, Colombian Peso or any of the other currencies of the countries in which we operate, compared to the Dollar and Euro, could adversely affect our ability to service our Dollar-denominated and Euro-denominated debt. In 2024, our operations in Mexico, the United Kingdom, France, Germany, Poland, Spain, Israel, the Rest of EMEA (as defined below) segment, Colombia, Caribbean TCL (as defined below) and the Rest of SCA&C (as defined below) segment, which are our main non-Dollar denominated operations, together generated 65% of our total external revenues in Dollar terms (29%, 6%, 5%, 3%, 3%, 3%, 4%, 5%, 3%, 2%, and 2%, respectively). In 2024, 32% of our external revenues in Dollar terms were generated from our operations in the United States.
During 2024, the Mexican Peso depreciated 23% against the Dollar, the Euro depreciated 7% against the Dollar and the Pound Sterling depreciated 2% against the Dollar. Currency hedges that we may be a party to or may enter into in the future may not be effective in covering all our currency-related risks. Our consolidated reported results for any period and our outstanding indebtedness as of any date are significantly affected by fluctuations in exchange rates between the Dollar and other currencies, as those fluctuations influence the amount of our non-Dollar indebtedness when translated into Dollars and also result in foreign exchange gains and losses as well as gains and losses on derivative contracts, including those entered into to hedge our exchange rate exposure. For a description of these impacts, see “Item 3—Key Information—Risk Factors—Risks Relating to Our Indebtedness and Certain Other Obligations—Our use of derivative financial instruments could negatively affect our net income and liquidity, especially in volatile and uncertain markets.”
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Increases in liabilities related to our pension plans could adversely affect our results of operations.
We have obligations under defined benefit pension and other benefit plans in certain countries in which we operate, mainly in North America and Europe. Our actual funding obligations will depend on benefit plan changes, government regulations and other factors, including changes in longevity and mortality statistics.
It is difficult to predict pension liabilities and funding requirements due to the large number of variables and assumptions involved, which are difficult to foresee because they change continuously as demographics evolve. We have a net projected liability recognized in our statement of financial position as of December 31, 2024 of $559 million. The future cash funding requirements for our defined benefit pension plans and other post-employment benefit plans could significantly differ from the amounts estimated as of December 31, 2024. If so, these funding requirements, as well as our possible inability to properly fund, and/or provide sufficient guarantees for, such pension plans if we are unable to deliver the cash or equivalent funding requirements, could have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects. See note 19 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report for a detailed description of our pension obligations.
Our use of derivative financial instruments could negatively affect our net income and liquidity, especially in volatile and uncertain markets.
We have used and continue to use, derivative financial instruments, mainly to manage the risk profile associated with interest rates and currency exposure of our debt, to reduce the volatility of our financing costs, to hedge the costs of fuel and other commodities, which may include emission allowances, and to hedge our net assets in certain currencies. However, we cannot assure you that our use of such instruments will allow us to achieve these objectives due to the inherent risks in any derivatives transaction or the risk that we will not continue to have access to such instruments at reasonable costs, or at all.
As of December 31, 2024, our derivative financial instruments consisted of Dollar/Mexican Peso foreign exchange forward and option contracts, both designated as a net investment hedge of Cemex’s net investment in Mexican Pesos. It also included interest rate swap instruments related to bank loans, Dollar/Mexican Peso call spread option contracts negotiated to maintain the value in Dollars over revenues generated in Mexican Pesos, Dollar/Mexican Peso cross-currency swap contracts, as well as fuel price derivatives, which had an impact on our financial position. Changes in the fair value of our derivative financial instruments, not specifically designated as hedges, are reflected in our statement of income, which could introduce volatility in our controlling interest net income and other related ratios. As of December 31, 2023 and 2024, the aggregate notional amount under our outstanding derivative financial instruments was $2,593 million ($976 million of net investment hedge, $750 million of interest rate swaps, $335 million of cross currency swaps, $232 million of fuel price derivatives and $300 million of foreign exchange options) and $2,977 million ($713 million of net investment hedge, $600 million of interest rate swaps, $658 million of cross currency swaps, $356 million of fuel price derivatives and $650 million of foreign exchange options), respectively, with a mark-to-market valuation representing net liabilities of $26 million as of December 31, 2023 and net assets of $24 million as of December 31, 2024. See note 17.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report for a detailed description of our derivative financial instruments. As of December 31, 2024, Cemex’s risk of cash margin calls with respect to our existing financial derivatives is not material. However, if we enter into new derivative financial instruments, we may incur net losses and be subject to margin calls which may reduce the funds available to us for our operations or other capital needs. In addition, as with any derivative position, we assume the creditworthiness risk of the counterparty, including the risk that the counterparty may not honor its obligations to us. In addition, entering into new derivative financial instruments incurs costs, and we cannot assure you that any new derivative financial instrument that we enter into will be done so at reasonable costs or will be available to us at all.
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Risks Relating to Regulatory and Legal Matters
We are subject to the laws and regulations of the countries where we operate and do business. Non-compliance with laws and regulations and/or any material changes in such laws and regulations and/or any significant delays in assessing the impact and/or adapting to such changes in laws and regulations may have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
Our operations are subject to the laws and regulations of the countries where we operate and do business, and such laws and regulations, and/or governmental interpretations of such laws and regulations, may change. Because Cemex, S.A.B. de C.V. is organized under Mexican laws, and because of the considerable size of our operations in the United States, and the fact that the ADSs trade on the New York Stock Exchange (the “NYSE”), we have to comply with the laws and regulations, and/or governmental interpretations of such laws and regulations, of Mexico and, for certain matters, of the United States, whether or not we operate and do business through a subsidiary located in Mexico or the United States. Also, because of the size of our operations in EU countries and in the U.K., we, or most of our subsidiaries in the EU and in the U.K., are also required to comply with certain EU and U.K. legislation and the laws and regulations of EU member states and of the U.K.
Any change, including in the scope, in such laws and regulations, and/or governmental interpretations of such laws and regulations, may have a material adverse effect on our business, financial condition, liquidity, and results of operations. Furthermore, changes in laws and regulations, and/or governmental interpretations of such laws and regulations, may require us to devote a significant amount of time and resources to assess and, if required, to adjust our operations to any such changes, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations. For example, the measures by the U.S. government taken in the first months of 2025 designating certain cartels and other organizations as foreign terrorist organizations, and specifically designated global terrorists, will result in increased exposure of our business in Mexico and may result in having to invest additional times and resources ensuring that our operations and business are compliant with sanctions imposed on third parties, rules and regulations that may dictate the relationships with designated entities. In addition, any significant delays in assessing the impact and/or, if required, in adapting to changes in laws and regulations and/or governmental interpretations of such laws and regulations may also have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects. For more information, see “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—Economic conditions globally, including persistently elevated inflation and interest rates, particularly in countries where we operate, have affected and may continue to adversely affect our business, financial condition, liquidity, and results of operations,” “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—Political, social, and geopolitical events, changes in public policies, and other risks in some of the countries where we operate, which are inherent to the operations of an international company, could have a material adverse effect on our business, financial condition, liquidity, and results of operations,” “Item 3—Key Information—Risk Factors—Risks Relating to Regulatory and Legal Matters—Our operations are subject to environmental laws and regulations, including those relating to greenhouse gas emissions, and new reporting requirements that are or could become effective and increasingly stringent” and “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings.”
We or our third-party providers may fail to maintain, obtain, or renew, or may experience material delays in obtaining, requisite governmental or other approvals, licenses, and permits for the conduct of our or their business.
We and our third-party providers of goods and services, as applicable, require various approvals, licenses, permits, concessions and certificates in the conduct of our business.
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We cannot assure you that we, or our third-party providers of goods and services, will not encounter significant problems in obtaining new or renewing existing approvals, licenses, permits, concessions and certificates required in the conduct of our business, or that we, or our third-party providers of good and services, will continue to satisfy the current or new conditions to such approvals, licenses, permits, concessions and certificates that we currently have or may be granted in the future, or that we interpret compliance with any existing approvals, licenses or permits the same way that any regulator, governmental or administrative authority interprets compliance. There may also be delays on the part of regulatory and administrative bodies in reviewing our applications and granting approvals or renewals, which have become increasingly common since the COVID-19 pandemic due to closures and/or reduced operations of public offices which have not resumed activity at the same pace as before the COVID-19 pandemic. The implementation of new laws and regulations on environmental-related matters, or the entry of new local, state or federal authorities and/or governments in the countries in which we operate or in the countries from which our third- party providers of goods and services source their deliverables to us, may create stricter requirements to comply with or different interpretations of applicable laws and regulations of that of outgoing authorities and/or governments. This could delay our ability to obtain or renew the related approvals, licenses, permits, concessions and certificates, or could result in us not being able to obtain them at all. If previously obtained approvals, licenses, permits and certificates are revoked and/or if we, or our third-party providers of goods and services, fail to obtain and/or maintain and/or renew the necessary approvals, licenses, permits, concessions and certificates required for the conduct of our business, we may be required to incur substantial costs or temporarily suspend or alter the operation of one or more of our operating units, production facilities, mineral extraction locations or of any relevant component of them, which could affect the general production of these units, facilities or locations, which in turn could have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects.
See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—Complications in relationships with local communities and different stakeholder perspectives could lead to social actions against our industry or company, including legal actions, on-the-ground protests, attacks on our assets or facilities, negative media campaigns, strikes and social unrest. All these events could disrupt our operations, affect our capacity to serve our clients, damage our assets and/or reputation and may materially and adversely affect our business continuity, reputation, liquidity, and results of operations” for a description of certain additional circumstances which may cause delays or failures in obtaining and/or maintaining necessary approvals, licenses, permits, concessions, and certificates required for the conduct of our business.
We are subject to litigation proceedings, including, but not limited to, government investigations relating to corruption, antitrust, and other proceedings, that could harm our business and our reputation.
From time to time, we are and may become involved in litigation, investigations and other legal or administrative proceedings relating to claims arising from our operations, either in the normal course of business or not, or arising from violations or alleged violations of laws, regulations or acts. As described in, but not limited to, “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings,” as of December 31, 2024, we were subject to a number of significant legal proceedings, including, but not limited to, an SEC investigation concerning a new cement plant being built by Cemex Colombia S.A. (“Cemex Colombia”) in the Municipality of Maceo in the department of Antioquia, Colombia (the “Maceo Plant”), as well as an investigation from the United States Department of Justice (the “DOJ”) mainly relating to our operations in Colombia and other jurisdictions, and are exposed to investigations in Colombia against former employees, and also to antitrust investigations in countries in which we operate or do business. Investigations and litigation, and in general any legal or administrative proceedings, are subject to inherent uncertainties and unfavorable rulings may occur. We cannot assure you that these or any of our other regulatory matters and legal proceedings, including any that may arise in the future, will not harm our reputation or materially affect our ability to conduct our business in the manner that we expect or otherwise materially adversely affect us should an unfavorable ruling occur, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
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We are subject to human rights, anti-corruption, anti-bribery, anti-money laundering, antitrust, anti-boycott, economic sanctions, anti-terrorism, trade embargoes, and export control laws and regulations in the countries in which we operate and do business, a considerable number of which are considered high and medium risk countries for purposes of corruption, money laundering, and other matters. Any violation of any such laws or regulations could have a material adverse impact on our reputation, results of operations, and financial condition, as well as harm our reputation.
We are subject to human rights, anti-corruption, anti-bribery, anti-money laundering, antitrust and other international laws and regulations and are required to comply with the applicable laws and regulations of the countries in which we operate, some of which, including Mexico, Colombia, Poland, Egypt, Panama, Jamaica, Trinidad and Tobago, Guyana, Croatia, Czech Republic, Nicaragua, Peru, Spain, and the United States, are considered medium and high-risk countries with regards to corruption and money laundering related matters. In addition, we are subject to regulations on international trade and other activities that restrict dealings with certain sanctioned countries, individuals, and entities, including regulations administered by the United States, the United Kingdom, the EU, and the United Nations Security Council, as well as other international organizations and governments, including export control regulations, economic sanctions, trade embargoes and anti-terrorism measures. Given the large number of contracts that we are a party to around the world, the geographic distribution of our operations and the great variety of actors that we interact with in the course of business, including clients and suppliers, we are subject to the risk that our affiliates, employees, directors, officers, partners, agents and service providers may misappropriate our assets, manipulate our assets or information, make improper payments, or engage in corruption, bribery, money laundering, dealings with sanctioned entities or individuals, or other illegal activity; and, as a consequence, we may be held liable for such misconduct, even if we do not engage in or authorize such activities.
Although we have implemented policies and procedures, which include training certain groups of our employees, seeking compliance with anti-corruption, sanction and anti-terrorism and other applicable laws and regulations, there can be no assurance that our internal policies, controls and procedures will be sufficient to prevent or detect all inappropriate practices, fraud or violations of law by our affiliates, employees, directors, officers, partners, agents, clients and service providers or that any such persons will not take actions in violation of our policies and procedures. If we fail to fully comply with applicable laws and regulations, the relevant government authorities of the countries where we operate have the power and authority to investigate us and impose fines, penalties, and remedies, which could cause us to lose access to our bank accounts, clients, suppliers, and access to debt and capital markets, or cause criminal or civil penalties against key members of our senior management. Any violations by us, or the third parties we transact with, of anti-bribery, anti-corruption, anti-money laundering, antitrust, human rights, anti-boycott, economic sanctions, trade embargoes, export control laws, anti-terrorism or regulations could have a material adverse effect on our business, liquidity, reputation, results of operations, and financial condition. For further information regarding our ongoing proceedings with respect to anti-corruption laws, see “Item 3—Key Information—Risk Factors—Risks Relating to Regulatory and Legal Matters—We are subject to litigation proceedings, including, but not limited to, government investigations relating to corruption, antitrust and other proceedings, that could harm our business and our reputation” and “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings.”
Certain tax matters have had and may have a material adverse effect on our cash flow, financial condition, and net income, as well as on our reputation.
We are currently subject to, and have in the past been subject to, certain tax matters that, if adversely resolved, may have, and have in the past had, a material adverse effect on our operating results, liquidity, and financial position, as well as on our reputation.
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See note 20.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report, “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Tax Matters” for additional information.
Our operations are subject to environmental laws and regulations, including those relating to greenhouse gas emissions, and new reporting requirements that are or could become effective and increasingly stringent.
Our operations are subject to a broad range of environmental laws and regulations in each of the jurisdictions in which we operate. Such laws and regulations impose stringent environmental protection standards, which in recent years have become, and in the future are expected to continue becoming, progressively stricter regarding, among other things, air emissions (including greenhouse gas emissions), land use, biodiversity, use of alternative fuels, water availability, wastewater discharges, the use and handling of hazardous waste or materials, waste management practices, the remediation of hazardous substances in the environment at properties currently or formerly owned or operated by us or at third-party location where hazardous substances generated by us have migrated or been released into the environment, and climate-related and sustainability disclosures. These laws and regulations expose us to the risk of substantial environmental costs and liabilities, including taxes, increased investment in control equipment and technology, fines, and other sanctions, payment of compensation to third parties, remediation costs, business disruption, and reputational damage. They also require increasing amounts of information about our sustainability practices to be disclosed, including in respect of greenhouse gas emissions and climate change. The preparation of certain information on environmental matters requires the application of a number of key judgments, assumptions, and estimates, and there is a risk that these judgments, estimates, or assumptions may subsequently prove to be incorrect and/or may need to be restated. Disclosure of such metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, in particular if the regulations that govern any such disclosures lack clarity, comparable information and uncertainty as to when such disclosures are required to be made. These factors may result in a lack of consistent or meaningful comparative data from period to period or between us and other companies, and our processes and controls may not always comply with evolving standards for identifying, measuring and reporting such metrics. Moreover, the enactment of stricter laws and regulations, stricter interpretation of existing laws or regulations, or new enforcement initiatives may impose new risks or costs on us or result in the need for additional investments, which could result in a material decline in our profitability. Such may be the case, for example, if climate-related funding and programs at the federal, state or local level, result in new regulatory or legislative initiatives relating to climate change, new interpretations of existing regulatory criteria that are stricter than those currently being applied, or preferential treatment regarding pricing, contracting, the granting of operational permits, or other economic benefits for entities which may have environmental standards that are stricter than ours or may be deemed to have less environmental impact.
In late 2010, the United States Environmental Protection Agency (“EPA”) issued the final Portland Cement National Emission Standard for Hazardous Air Pollutants (“Portland Cement NESHAP”) under the federal Clean Air Act (“CAA”). This rule required portland cement plants to limit emissions of mercury, total hydrocarbons, hydrochloric acid, and particulate matter by September 2013. The rule was challenged in federal court, and in December 2011, the D.C. Circuit Court of Appeals remanded the Portland Cement NESHAP to EPA and directed the agency to recompute the standards. In February 2013, EPA issued a revised final Portland Cement NESHAP rule that relaxed emissions limits for particulate matter and moved the compliance deadline to September 2015.
While we expect to continue to meet all emissions standards imposed by the Portland Cement NESHAP, the rule will continue to impose operating costs at each Cemex plant in the United States, and we could incur penalties if we fail to comply.
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In February 2013, EPA issued revised final emissions standards under the CAA for commercial and industrial solid waste incinerators (the “CISWI rule”). If a material being used in a cement kiln as an alternative fuel is classified as a solid waste, the plant must comply with the CISWI rule. The CISWI rule covers nine pollutants and imposes potentially more stringent emissions limits on certain pollutants that also are regulated under the Portland Cement NESHAP. EPA received petitions to reconsider certain provisions of the CISWI rule. EPA granted reconsideration on four specific issues and finalized the reconsideration of the CISWI rule in June 2016. The CISWI rule was also challenged by both industrial and environmental groups in federal court. In July 2016, the D.C. Circuit issued a ruling upholding most of the rule and remanding several portions to EPA for further consideration. EPA has not issued a revised final rule after remand, but the portions of the rule upheld on appeal are final and in effect. The final CISWI rule established a compliance date of February 2018, which was not impacted by the appeal. As of December 31, 2024, none of our kilns at Cemex plants in the United States have been determined to be CISWI units. However, should any of our kilns be classified as CISWI units due to the use of certain alternative fuels, we could be subject to penalties if we are unable to comply with the applicable emissions standards, including potential plant shutdowns. Depending on the specific plant affected, such shutdowns and penalties could have a material adverse effect on our business operations.
Under certain environmental laws and regulations, liability associated with investigation or remediation of hazardous substances can arise at a broad range of properties, including sites currently or formerly owned or operated by Cemex, as well as facilities at which any hazardous substances or wastes generated by us were sent for treatment, storage or disposal, or any areas affected while any hazardous substances or wastes were being transported. Such laws and regulations may apply without regard to fault, causation or knowledge of contamination. We occasionally evaluate various alternatives with respect to our facilities, including possible dispositions or closures. Investigations undertaken in connection with these activities (or ongoing operational or construction activities) may lead to hazardous substance releases or discoveries of historical contamination that must be remediated, and closures of facilities may trigger compliance requirements that are not applicable to operating facilities. While compliance with these laws and regulations has not materially adversely affected our operations in the past, we cannot assure you that these requirements will not change, and that compliance will not adversely affect our operations in the future. Furthermore, we cannot assure you that existing or future circumstances or developments with respect to the impact of our operations will not require us to make significant remediation or restoration expenditures, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
The cement manufacturing process requires the combustion of large amounts of fuel and creates CO2 as a by-product of the calcination process. Therefore, efforts to address climate change through federal, state, regional, EU and international laws and regulations requiring reductions in emissions of CO2 and other greenhouse gases (“GHGs”) can create economic risks and uncertainties for our business. Such risks could include the cost of purchasing allowances or credits to meet GHG emission caps; the cost of paying higher energy costs or new CO2 -related taxes; the cost of installing equipment, adopting new technologies or employing non-clinker cementitious materials and other processes to reduce emissions to comply with GHG limits or technological standards; higher production costs resulting directly or indirectly from the imposition of legislative or regulatory controls; and decreased profits or losses arising from decreased demand for our goods. To the extent that financial markets view climate change and GHG emissions as a financial risk or that certain laws and regulations limit our access to the financial markets or financial products due to environmental considerations, this could have a material adverse effect on our cost of and access to capital.
Given the uncertain nature of the actual or potential statutory and regulatory requirements for GHG emissions at the federal, state, regional, EU, and international levels, we cannot predict the impact on our operations or financial condition or make a reasonable estimate of the potential costs to us that may result from such requirements. However, the impact of any such requirements, whether individually or cumulatively, could have a material economic impact on our operations in the United States, Europe, Mexico, United Kingdom and in other jurisdictions where we operate.
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In particular, rules and regulations adopted in connection with the United States’ Nationally Determined Contributions (as defined below) under the Paris Agreement, emission reduction goals set by individual states, any new international treaty aiming to reduce the emission of greenhouse gases, the EU’s implementation of certain measures in order to achieve its 2030 climate target of at least 55% reduction of net emissions of GHG as compared to 1990, the expected start of an emissions trading system in Mexico during 2025 and the United Kingdom’s implementation of the UK ETS (as defined below) could result in a material adverse effect on our financial performance. For more information on certain laws and regulations addressing climate change that we are, or could become, subject to, and the impacts to our operations arising therefrom, see “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters.”
A number of jurisdictions are considering or have implemented equivalents to the EU CBAM (as defined later) to ensure that industries subject to carbon regulation remain cost competitive. It is not clear to what extent Carbon Border Adjustment Mechanisms (“CBAM”) will mitigate or create economic distortions between different jurisdictions. The introduction of or modification of CBAMs and their interaction with emissions mitigation regimes such as emissions trading schemes may result in significant additional costs.
Statistics reveal an increasing number of proceedings against CO2 emitters by private individuals and civil society organizations. We cannot rule out the possibility that we will also face legal action of this kind. The risks arising from such climate-related claims could be high, but cannot be estimated in more detail at present, given the wide variety of potential claims and the evolving legal landscape in this area.
If materialized, any inability to meet our emissions reduction and other sustainability commitments could have a significant impact on our reputation in light of shifting reporting requirements, and increased public scrutiny. It is also possible that organizations such as ours misreport CO2 emissions or sustainability information, or are found to have targets or to have made claims which are not ambitious enough, or which are deemed to be incomplete, vague, ambiguous, or insufficiently documented on a scientific basis. This might give rise to litigation or regulatory action or reduce our attractiveness to investors.
As part of our insurance-risk governance approach, from time to time we evaluate the need to address the financial consequences of any environmental releases or other incidents in connection with our operations through the purchase of insurance. As a result, we do arrange certain types of environmental impairment insurance policies for both site-specific, as well as multi-site locations. These insurance policies are designed to offer some assistance to our financial flexibility to the extent that an environmental incident could give rise to liabilities. However, we cannot assure you that a given environmental incident will be covered by the environmental insurance we have in place, or that the amount of such insurance will be sufficient to offset the liability arising from the incident. Any such liability may be deemed to be material to us and could have a material adverse effect on our business, financial condition, liquidity, results of operations, and reputation.
It may be difficult to enforce civil liabilities against us or the members of Cemex, S.A.B. de C.V.’s Board of Directors, our senior management, and controlling persons.
Cemex, S.A.B. de C.V. is a publicly traded variable stock corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. Most of the members of Cemex, S.A.B. de C.V.’s Board of Directors and of our senior management reside in Mexico, and all or a significant portion of the assets of those persons may be, and a substantial part of our assets are, located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon such persons or to enforce against them or against us in U.S. courts judgments predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our General Counsel, Roger Saldaña Madero, that there is doubt as to the enforceability in Mexico, either in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated on the U.S. federal securities laws.
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Item 4 — INFORMATION ON THE COMPANY
Unless otherwise indicated, references in this annual report to our sales and assets, including percentages, for a country or region are calculated before eliminations resulting from consolidation, and thus include intercompany balances between countries and regions. These intercompany balances are eliminated when calculated on a consolidated basis.
Business Overview
Cemex, S.A.B. de C.V. is a publicly traded variable stock corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, with its principal executive offices located at Avenida Ricardo Margáin Zozaya #325, Colonia Valle del Campestre, San Pedro Garza García, Nuevo León, 66265, Mexico. Cemex, S.A.B. de C.V.’s main phone number is +52 81 8888-8888.
Our website is located at www.cemex.com. The information on our website is not, and is not intended to be, part of this annual report and is not incorporated into this annual report by reference.
Cemex, S.A.B. de C.V. started doing business in 1906 and was registered with the Mercantile Section of the Public Registry of Property and Commerce in Monterrey, Nuevo León, Mexico, on June 11, 1920, which as of the date of this annual report is for an indefinite period. Beginning April 2006, Cemex, S.A.B. de C.V.’s full legal and commercial name is Cemex, Sociedad Anónima Bursátil de Capital Variable.
Cemex, S.A.B. de C.V. is an operating and a holding company engaged, directly or indirectly, through its operating subsidiaries, primarily in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates, clinker, other construction materials and Urbanization Solutions throughout the world. We also provide related services and reliable construction-related services to customers and communities and maintain business relationships in more than 60 countries throughout the world.
We are one of the largest cement companies in the world, based on annual installed cement production capacity. As of December 31, 2024, we had 81.0 million tons of annual installed cement production capacity and our cement sales volumes in 2024 were 52.3 million tons. We estimate we are one of the largest ready-mix concrete and aggregates companies in the world with annual sales volumes of 44.0 million cubic meters and 136.0 million tons, respectively, in each case, based on our annual sales volumes in 2024. In 2024, we traded approximately 12 million tons of cementitious and non-cementitious materials in more than 60 countries, including approximately 8 million tons of cement and clinker and approximately 3 million tons of cementitious and other materials.
We operate in different parts of the world, with operations in Mexico, the United States, the EMEA region and the SCA&C region. We had total assets of $27,299 million as of December 31, 2024, and an equity market capitalization of $8,127 million as of April 23, 2025.
As of December 31, 2024, our cement production facilities were located in Mexico, the United States, the United Kingdom, Germany, Spain, Poland, the Czech Republic, Croatia, Egypt, the UAE, Colombia, Panama, Nicaragua (leased), Dominican Republic, Puerto Rico, Trinidad and Tobago, Jamaica and Barbados. On August 5, 2024, one of our subsidiaries entered into an agreement for the sale of our operations in the Dominican Republic to a subsidiary of Cementos Progreso Holdings, S.L. (“Progreso”) and its strategic partners. As of December 31, 2024, the assets and liabilities related to our operations in the Dominican Republic are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively. As of December 31, 2024, our assets (after eliminations), cement and grinding plants, and installed capacity were as set forth below on an unconsolidated basis by region. Installed capacity, which refers to theoretical annual production capacity, represents gray portland cement and white cement grinding capacity, and includes installed capacity of cement and grinding plants that have been temporarily closed.
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Installed capacity may vary due to product mix changes in our production facilities. See note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of our Operations in the Dominican Republic” for information related to the closing divestiture of our Dominican Republic operations.
| As of December 31, 2024 | ||||||||||||
| Consolidated assets (in millions of Dollars) |
Number of Cement and Grinding Plants |
Installed Cement Grinding Capacity (in millions of tons per annum) |
||||||||||
| Mexico |
$ | 4,155 | 15 | 28.2 | ||||||||
| United States(1) |
12,985 | 10 | 14.1 | |||||||||
| EMEA |
20 | 28.5 | ||||||||||
| United Kingdom(2) |
1,392 | 3 | 3.6 | |||||||||
| France |
858 | 0 | — | |||||||||
| Germany |
490 | 2 | 3.1 | |||||||||
| Poland |
426 | 3 | 3.5 | |||||||||
| Spain(3) |
637 | 6 | 7.7 | |||||||||
| Israel |
895 | — | — | |||||||||
| Rest of EMEA(4) |
742 | 6 | 10.6 | |||||||||
| SCA&C |
11 | 10.2 | ||||||||||
| Colombia |
954 | 4 | 4.1 | |||||||||
| Panama |
281 | 1 | 1.2 | |||||||||
| Caribbean TCL(5) |
511 | 3 | 2.9 | |||||||||
| Rest of SCA&C(6) |
234 | 3 | 2.0 | |||||||||
| Reportable Segments |
24,560 | 56 | 81.0 | |||||||||
| Other activities |
2,474 | — | — | |||||||||
| Assets held for sale(7) |
265 | 1 | 2.4 | |||||||||
| Total Consolidated |
$ | 27,299 | 57 | 83.4 | ||||||||
“—” Not applicable
The above table excludes our proportional interest in the installed capacity of companies in which we hold a non-controlling interest and reflects our organizational structure as of December 31, 2024.
| (1) | “Number of cement and grinding plants” and “installed cement grinding capacity” include two cement plants that are temporarily inactive with an aggregate annual installed grinding capacity of 2.0 million tons of cement. |
| (2) | “Number of cement and grinding plants” and “installed cement grinding capacity” include one cement plant that is temporarily inactive with an annual installed capacity of 1.0 million tons of cement. |
| (3) | “Number of cement and grinding plants” and “installed cement grinding capacity” include two cement plants that are temporarily inactive with an annual installed grinding capacity of 1.4 million tons of cement. |
| (4) | “Rest of EMEA” refers mainly to our operations in the Czech Republic, Croatia, Egypt, and the UAE. |
| (5) | “Caribbean TCL” refers to TCL’s operations mainly in Trinidad and Tobago, Jamaica, Barbados, and Guyana. |
| (6) | “Rest of SCA&C” refers mainly to our operations in Peru, Puerto Rico, Nicaragua, Jamaica, and the Caribbean, excluding the operations of TCL. |
| (7) | “Number of Cement and Grinding Plants” and “Installed Cement Grinding Capacity” classified under “Assets held for sale” refer mainly to our operations in the Dominican Republic. |
Beginning in the late 1980s, we embarked on a major geographic expansion program intended to diversify our cash flows and enter into markets whose economic cycles within the cement industry operate largely independently from Mexico and which, at the time, we believed offered long-term growth potential. We have also built an extensive network of marine and land-based distribution centers and terminals that give us marketing access around the world. As part of our strategy, we have undertaken and are undertaking actions designed to streamline and reposition our portfolio with the goal of achieving a higher profitable growth.
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As such, we expect to rebalance our portfolio by focusing on the markets that we believe offer long-term growth potential and retaining those assets that we believe are best suited to grow, offering us long-term profitability. While these actions are being undertaken, we could continue to complement our strategy with organic, bolt-on investments, on a stand-alone basis or with other partners, using a metropolis-centric approach leveraging our related businesses and digital strategy. The following are our most significant acquisitions, divestitures and reconfigurations that we have announced or closed since 2022 through 2024:
| • | On July 11, 2022, through a subsidiary in Germany, we completed the acquisition of a 53% stake in the German aggregates company ProStein GmbH & Co. KG (“ProStein”) for a total consideration of $21 million. The investment expanded our aggregates business in the region and we estimate that it increased the life of the aggregates’ reserves for our operations in Central Europe for at least the next 25 years as of 2022. The majority stake in ProStein’s assets added a full range of fine and hardstone aggregates to our aggregates portfolio. In addition to supplying the greater Berlin area, the additional capacity can supply several urban centers in Poland and the Czech Republic. ProStein’s assets included six active hardstone plants and six construction demolition and excavation waste (“CDEW”) recovery sites. During 2022, we did not determine any goodwill in connection with this acquisition. On December 30, 2024, the owners of the 47% stake of ProStein not belonging to us exercised an option to sell their interest in ProStein to us in two tranches, a 21% interest in 2025 and a 26% interest in 2026. As a result, during the year ended December 31, 2024, we recognized a current liability of $8 million and a non-current liability of $10 million, and cancelled the non-controlling interest in consolidated equity. |
| • | On August 31, 2022, we announced that we, through certain of our subsidiaries, successfully concluded the sale agreed in December 2021 of our operations in Costa Rica and El Salvador to affiliates of Progreso for a total consideration of $325 million, related to our aggregate controlling interest. The divested assets consisted of one fully integrated cement plant, one grinding station, seven ready-mix plants, one aggregate quarry, as well as one distribution center in Costa Rica and one distribution center in El Salvador. Our operations of these assets in Costa Rica and El Salvador for the period from January 1, 2022 to August 31, 2022 are reported in the statements of income, net of income tax, as part of the single line item “Discontinued operations,” including during the year ended December 31, 2022 a gain on sale of $240 million, which includes the reclassification of foreign currency translation effects accrued in equity until the disposal date. |
| • | On January 25, 2023, in Manila, Philippines, Cemex Asian South East Corporation (“CASEC”), an indirect subsidiary of Cemex, filed a Tender Offer Report on Form 19-1 with the Securities and Exchange Commission of the Philippines and the Philippine Stock Exchange, pursuant to Rule 19 of the Securities Regulation Code of the Philippines, in connection with its intention to conduct a voluntary tender offer (the “CHP Tender Offer”) to acquire a minimum of 1 and a maximum of 1,614,000,000 common shares of Cemex Holdings Philippines, Inc. (“CHP”). The tender offer period commenced on February 16, 2023 and lasted for a period of 20 business days, ending on March 16, 2023. Payment of the net proceeds of the validly tendered shares took place on March 30, 2023. As part of the CHP Tender Offer, CASEC acquired 1,614,000,000 common shares of CHP, resulting in CASEC owning 89.86% of the outstanding common shares of CHP. In the CHP Tender Offer, CASEC paid 1.30 Philippine Pesos per share, an equivalent of 2,098.20 million Philippine Pesos ($37.88 million as of December 31, 2023, based on an exchange rate of 55.37 Philippine Pesos to $1.00) for all the acquired shares. In December 2024, we sold our operations in the Philippines. See “Item 5—Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5—Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information. |
| • | On January 30, 2023, for a total consideration of $13 million, we acquired a 51% controlling interest in Israel-based SHTANG Recycle LTD (“SHTANG”), a construction demolition and excavation waste recycling company. SHTANG holds a 13-year license to build and operate its CDEW facility. The facility is expected to process 600,000 tons of waste annually. The facility’s production is used as raw materials for aggregate |
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| production. During 2023, in connection with the excess of the purchase price and the fair value of the net assets acquired, we determined goodwill of $3 million on this acquisition. |
| • | On February 3, 2023, the Colombian Financial Superintendency (Superintendencia Financiera de Colombia) authorized Cemex España, S.A. (“Cemex España”) to commence a public delisting tender offer (the “Delisting CLH Offer”) to acquire a minimum of one ordinary share and a maximum of 26,281,913 ordinary shares of Cemex Latam Holdings, S.A. (“CLH”). The period to tender CLH shares under the Delisting CLH Offer concluded on February 28, 2023, with the final results of the Delisting CLH Offer being confirmed on March 3, 2023. As a result of the Delisting CLH Offer, we acquired 23,232,946 ordinary shares of CLH, increasing our interest to 99.46% of CLH (excluding shares owned by CLH) and delisted CLH’s shares from the Colombian Stock Exchange (Bolsa de Valores de Colombia). The registry of CLH’s shares in the National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) was canceled thereafter. The total consideration that we paid as a result of the acquisition of the validly tendered shares amounted to 4,735 Colombian Pesos per share, totaling 110,007,999,310 Colombian Pesos ($28.54 million as of December 31, 2023, based on an exchange rate of 3,854.92 Colombian Pesos to $1.00). |
| • | On May 11, 2023, through a subsidiary, we completed the purchase of the assets of Atlantic Minerals Limited in Newfoundland and Labrador, Canada, consisting mainly of an aggregates quarry and maritime port operations for a price of $75 million. With this investment, we secured a new long-term aggregates reserve for our operations in Florida and the east coast of the United States, as well as a source for chemical-grade stone. During 2023, based on the valuation of the fair values of the assets acquired and liabilities assumed, we did not determine any goodwill on this acquisition. |
| • | On May 18, 2023, through a subsidiary, we acquired a mortar plant near Madrid, Spain expected to be part of our Urbanization Solutions business for an immaterial amount. This plant is expected to reach 100,000 metric tons of production at full capacity. |
| • | On August 30, 2023, through a subsidiary, we acquired two quarries near Madrid, Spain for an immaterial amount. We expect this acquisition to strengthen our limestone reserves. |
| • | On November 1, 2023, through a subsidiary in Germany, for a total consideration of $13 million we completed the acquisition of Kiesel, a mortars and adhesives company in the construction industry based in Germany that serves the German, French, Polish, and Czech markets, consisting of a production facility and five distribution locations. During 2023, in connection with the excess of the purchase price and the fair value of the net assets acquired, we determined goodwill of $5 million in connection with the acquisition. |
| • | On July 15, 2024, we announced that one of our subsidiaries entered into a joint venture agreement with Couch Aggregates, a sand and gravel supplier, and Premier Holdings, a marine bulk product distributor. We expect this joint venture to strengthen our aggregate reserves with the production, distribution, and sale of sand, gravel, and limestone in the mid-South of the United States. |
| • | On August 5, 2024, one of our subsidiaries entered into an agreement with Progreso and its strategic partners, for the sale of our operations in the Dominican Republic, for a total consideration of $950 million, subject to final adjustments. The assets for divestment mainly consist of one cement plant in the Dominican Republic with two integrated production lines and related cement, concrete, aggregates and marine terminal assets. As of December 31, 2024, Dominican Republic assets and liabilities are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively. For the years ended December 31, 2022, 2023 and 2024, our operations in the Dominican Republic are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” See note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and |
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| Operations—Divestment of our Operations in the Dominican Republic” for information related to the closing divestiture of our Dominican Republic operations. |
| • | On September 3, 2024, we announced that we acquired from the Heim Group in Germany for a price of $4 million a 51% controlling interest in RC-Baustoffe Berlin GmbH & Co. KG (“RC-Baustoffe Berlin”), a Berlin-based recycling company that processes mineral construction, demolition, excavation materials and operates one plant to permanently store biogenic CO2 in recycled mineral waste. The acquired recycling facility should process up to 0.4 million tons of materials per year to turn into repurposed aggregates for concrete production, reintroducing them into the construction value chain. During 2024, in connection with the excess of the purchase price and the fair value of the net assets acquired, we determined goodwill of $5 million in connection with the acquisition. |
| • | On September 10, 2024, we sold our operations in Guatemala to a subsidiary of Holcim Ltd, for a total consideration of $212 million. The divested assets mainly consist of one grinding mill with an installed capacity of around 0.6 million metric tons per year, three ready mix plants and five distribution centers. For the years ended December 31, 2023 and 2022 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the statements of income, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a gain on sale of $163 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control. |
| • | On November 1, 2024, we sold our non-controlling equity interest of 34.8% in Neoris to EPAM Systems, Inc. (“EPAM”) for a total consideration of $215 million resulting in a gain of $139 million recognized within Other expenses, net. Previously, on October 25, 2022, we sold to Advent International (“Advent”) a 65% controlling interest in Neoris for a total of $119 million and retained such non-controlling interest of 34.8%. The remaining non-controlling interest was remeasured at fair value upon loss of control, was subsequently accounted for under the equity method and was presented within the line item “Investments in associates and joint ventures.” Neoris’ results for the period from January 1 to October 25, 2022 are reported in the statements of income, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2022 a gain on sale of $117 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control. |
| • | On December 2, 2024, we closed the sale of our operations in the Philippines through separate agreements executed on April 25, 2024 with DACON Corporation, DMCI Holdings, Inc. and Semirara Mining & Power Corporation, for a total consideration related to our controlling interest of $798 million, subject to post-closing price adjustments. In particular, (i) Cemex Asia B.V. (“Cemex Asia”) divested a 100% equity interest in CASEC, (ii) one of the buyers acquired a 100% interest in Apo Land & Quarry Corporation (“ALQC”), of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in ALQC; and (iii) one of the buyers acquired a 100% interest in Island Quarry and Aggregates Corporation (“IQAC”), of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in IQAC. As part of the transaction, the buyers assumed the financial debt of CHP. CASEC owns an 89.86% interest in CHP. CHP is the owner of Cemex’s former main operating subsidiaries in the Philippines engaged in the production, sale, and distribution of cement and other buildings materials and is listed on the Philippine Stock Exchange, Inc. ALQC and IQAC are the primary suppliers of raw materials used in the now former operations of Cemex in the Philippines. The divested assets mainly consisted of two cement plants with an installed capacity of around 5.7 million metric tons per year, six marine distributions terminals and 18 land distribution centers, among other assets and investments in extracting entities. For the years ended December 31, 2022 and 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the statements of income, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a loss on sale of $119 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control and goodwill cancellation of $79 million. |
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Geographic Breakdown of External Revenues by Reportable Segment for the Year Ended December 31, 2024
The following chart indicates the geographic breakdown of our external revenues by reportable segment, for the year ended December 31, 2024:
Geographic Breakdown of External Revenues by Line of Business for the Year Ended December 31, 2024
The following chart indicates the geographic breakdown of our external revenues by line of business, for the year ended December 31, 2024:
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Our Businesses
We strive to provide superior building solutions in the markets we serve. To this end, we tailor our products and services to suit customers’ specific needs, from home construction, improvement, and renovation to infrastructure, commercial, industrial, agricultural, and marine/hydraulic applications.
Cement
Cement is a binding agent, which, when mixed with sand, stone or other aggregates and water, produces either ready-mix concrete or mortar. Whether in bags or in bulk, we provide our customers with high-quality branded cement products and services. We use our professional knowledge and experience to develop customized products designed to satisfy our clients’ specific requirements and that also foster sustainable construction. In many of the countries where we have cement operations, a large proportion of cement sold is a bagged, branded product. We often deliver the product to a large number of distribution outlets such that our bagged, branded cement is available to the end users at a point of sale in close proximity to where the product will be used. We seek to develop brand identity and recognition in our bagged product.
We manufacture cement through a closely controlled chemical process, which begins with the mining and crushing of limestone and clay, and, in some instances, other raw materials. The clay and limestone are then pre-homogenized, a process which consists of combining different types of clay and limestone. The mix is typically dried, then fed into a grinder which grinds the various materials in preparation for the kiln. The raw materials are calcined, or processed, at a very high temperature in a kiln, to produce clinker. Clinker is the intermediate product used in the manufacture of cement. For limestone, clay and gypsum, requirements are based on chemical composition that, depending on the other materials available, matches the quality demanded by the production process. For cement limestone, clay and gypsum, we run chemical tests to prepare the mining plan of the quarry, to confirm material quality and reduce variations in the mineral content. We consider that limestone and clay quality of our cement raw materials quarries are adequate for the cement production process.
There are two primary processes used to manufacture cement: the dry process and the wet process. The dry process is more fuel efficient. As of December 31, 2024, 48 of our 50 operative cement production plants used the dry process and two used the wet process. Our operative production plants that use the wet process are in Nicaragua (leased) and Trinidad and Tobago. In the wet process, the raw materials are mixed with water to form slurry, which is fed into a kiln. Fuel costs are greater in the wet process than in the dry process because the water that is added to the raw materials to form slurry must be evaporated during the clinker manufacturing process. In the dry process, the addition of water and the formation of slurry are eliminated, and clinker is formed by calcining the dry raw materials. In the most modern application of this dry process technology, the raw materials are first blended in a homogenizing silo and processed through a pre-heater tower that utilizes exhaust heat generated by the kiln to pre-calcine the raw materials before they are calcined to produce clinker.
Clinker and gypsum are fed in pre-established proportions into a cement grinding mill where they are ground into an extremely fine powder to produce finished cement. We primarily cover our gypsum needs from third parties; however, as of December 31, 2024, we also operated gypsum quarries in Mexico, Jamaica and the Dominican Republic and Egypt. Our main types of cement include the following:
Gray Portland Cement. Our gray portland cement is a high-quality, cost-effective building material, mainly composed of clinker, that meets applicable chemical and physical requirements and is widely used in all construction segments: residential, commercial, industrial, and public infrastructure.
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White Cement. We manufacture this type of cement with limestone, low iron content kaolin clay, and gypsum. Customers use our white portland cement in architectural works requiring great brightness and artistic finishes, to create mosaics and artificial granite, and for sculptural casts and other applications where white prevails.
Masonry or Mortar. Masonry or mortar is a portland cement that we mix with finely ground inert matter (limestone). Our customers use this type of cement for multiple purposes, including concrete blocks, templates, road surfaces, finishes, and brick work.
Blended Cement. Blended hydraulic cements are produced by inter-grinding or blending portland cement and supplementary cementitious materials such as ground granulated blast furnace slag, fly ash, silica fume, calcined clay, hydrated limestone, and other pozzolans. The use of blended cements in ready-mix concrete reduces mixing water and bleeding, improves workability and finishing, inhibits sulfate attack and the alkali-aggregate reaction, and reduces the heat of hydration. Cemex offers an array of blended cements which have a lower CO2 footprint resulting from their lower clinker content due to the addition of supplementary cementitious materials. The use of blended cements reinforces our dedication to sustainable practices and furthers our objective of offering an increasing range of products with sustainable attributes.
Ready-Mix Concrete
Ready-mix concrete is a combination of cement, fine and coarse aggregates, admixtures (which control properties of the concrete including plasticity, pumpability, freeze-thaw resistance, strength and setting time), and water. We tailor our ready-mix concrete to fit our clients’ specific needs. By changing the proportion of water, aggregates, and cement in the mix, we modify our concrete’s resistance, manageability, and finish. We also use additives to customize our concrete consistent with the transportation time from our plant to the project, weather conditions at the construction site, and the project’s specifications. From our water-resistant to our self-compacting concrete, we produce a great variety of specially designed concrete to meet the many challenges of modern construction.
We develop solutions based on our thorough knowledge and application of ready-mix concrete technology. Leveraging years of experience, a global pool of knowledge, and state-of-the-art expertise about the different ready-mix concrete constituents and their interaction, we offer our customers tailor-designed concrete. Cemex ready-mix concrete technologists are able to modify the properties of concrete through the use of innovative chemical admixtures, combined with the proper proportions of the various concrete constituents. For example, depending on the type of application and jobsite requirements, we can design ready-mix concrete that is more fluid, stronger, develops strength faster, and also retains workability longer. Through the development of chemical admixtures solutions, our researchers design special concretes that fulfill the construction industry’s increasingly demanding performance requirements. Cemex offers a special ready-mix concrete portfolio, comprised of such products as ultra- rapid hardening concrete, crack-resistant/low shrinkage concrete, self-consolidating concrete, architectural concrete, pervious concrete, antibacterial concrete and a number of others.
We continuously work to improve the properties of ready-mix concrete that make it a key component of construction with sustainable attributes: durability, resistance to aggressive environments, light reflection, and capacity to store energy, among others. We also constantly work to develop innovative solutions that advance the sustainable attributes of structures made with ready-mix concrete. This way, our customers can design buildings with sustainable attributes that can take advantage of the benefits of concrete in a wide range of applications. We offer engineered concrete for harbors and bridges with a special design of high-performance concrete that combines durability and low maintenance with resistance to aggressive environments, and for industrial applications which consists of concrete with high acid resistance which is robust and durable for such uses as cooling towers.
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We also offer concrete for building and housing used for structures such as self-compacting concrete that improves the strength and durability of building structures, while reducing energy use and noise due to concrete vibration, and envelope concrete such as structural lightweight concrete or insulating concrete forms which offer insulation solutions to improve energy efficiency in buildings, and concrete for building design that takes advantage of concrete’s capacity to store energy-its thermal mass-minimizing temperature fluctuations in a building over the course of the day, reducing the need for additional heating and cooling. We also offer ready-mix concrete for water and wastewater management and for roads and pavements.
The types of ready-mix concrete we offer our clients include, but are not limited to:
Standard Ready-Mix Concrete. Standard ready-mix concrete is the most common form of concrete. It is prepared for delivery at a concrete plant instead of mixed on the construction site.
Architectural and Decorative Concrete. This type of ready-mix concrete can provide a structural function, as well as an aesthetic or decorative finish. It can offer smooth or rough surfaces or textures, as well as a variety or range of colors.
Rapid-Setting Concrete. Designed to enhance early strength development, this type of ready-mix concrete allows fast formwork removal, accelerated construction sequencing, and rapid repair for such jobs as roads and airport runways. Typically used in low temperature (5-10°C) concreting during winter, this type of ready-mix concrete can also be used in buildings, railways, and precast applications. In addition to saving time, this type of ready-mix concrete technology offers improved durability and acid resistance.
Fiber-Reinforced Concrete. Ready-mix concrete designed with micro or macro fibers that can be used either for structural applications, where the fibers can potentially substitute for steel rebar reinforcement, or for reducing shrinkage, primarily early age shrinkage. Macro fibers can significantly increase the ductility of concrete, making it highly resistant to crack formation and propagation.
Fluid-Fill Concrete. Fluid mortar or ready-mix concrete simplifies the process of laying pipe and cable by surrounding the pipe or cable with a tightly packed shell that provides protection from the elements, prevents settling, and enables crews to work quickly.
Roller-Compacted Concrete. Compacted in place and cured, roller-compacted concrete is a zero-slump ready-mix concrete with the abrasion resistance to withstand high velocity water, making it the material of choice for spillways and other infrastructure subject to high flow conditions. It represents a competitive solution in terms of cost and durability when compared to asphalt.
Self-Consolidating Concrete. Self-consolidating concrete has very high flow; therefore, it is self-leveling, eliminating the need for vibration. Due to the superplasticizers used, chemical admixtures that impart very high flow, self-consolidating concrete exhibits very high compaction as a result of its low air content. Consequently, self-consolidating concrete can have very high strengths, exceeding 50 megapascals.
Pervious Concrete. Because of its unique design mix, pervious concrete is a highly porous material that allows water, particularly rainwater, to filter through, reduces flooding and heat concentration by up to 4°C, and helps to prevent skidding on wet roads. This ready-mix concrete is ideally used in parking lots, footpaths, and swimming pool border applications.
Antibacterial Concrete. This type of ready-mix concrete helps to control bacteria growth and is used to help maintain clean environments in structures such as hospitals, laboratories, and farms.
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Aggregates
We are one of the world’s largest suppliers of aggregates: primarily the crushed stone, sand, and gravel, used in virtually all forms of construction. Our customers use our aggregates for a wide array of applications: as a key component in the construction and maintenance of highways, walkways, parking lots, airport runways, and railways; for drainage, water filtration, purification, and erosion control; as fill material; for sand traps on golf courses, beaches, playing field surfaces, horse racing tracks, and related applications; and to build bridges, homes, and schools.
Aggregates are obtained from land-based sources such as sand and gravel pits and rock quarries or by dredging marine deposits.
Hard Rock Production. Rock quarries usually operate for at least 30 years and are developed in distinct benches or steps. A controlled explosion is normally used to release the rock from the working face. It is then transported by truck or conveyor to a crusher to go through a series of crushing and screening stages to produce a range of final sizes to suit customers’ needs. Dry stone is delivered by road, rail or water from the quarry.
Sand and Gravel Production. Sand and gravel quarries are much shallower than rock quarries and are usually worked and restored in progressive phases. Water can either be pumped out of the quarries allowing them to be worked dry or they can be operated as lakes with extraction below water. A conveyor draws the raw material into the processing plant where it is washed to remove unwanted clay and to separate sand. Sand separated during processing is dewatered and stockpiled. Gravel then passes over a series of screens that sieve the material into different sizes. Processing separates the gravel into stockpiles in a range of sizes for delivery.
Marine Aggregate Production. A significant proportion of the demand for aggregates is satisfied from rivers, lakes, and seabeds. Marine resources are increasingly important to the sustainable growth of the building materials industry. Marine aggregates also play an important role in replenishing beaches and protecting coastlines from erosion. At sea, satellite navigation is used to position a vessel precisely within its licensed dredging area. Vessels trail a pipe along the seabed and use powerful suction pumps to draw sand and gravel into the cargo hold. Dredged material is discharged at wharves, where it is processed, screened and washed for delivery.
Aggregates are an indispensable ingredient in ready-mix concrete, asphalt, and mortar. Accounting for 60% to 75% of ready-mix concrete’s volume, aggregates strongly influence concrete’s freshly mixed and hardened properties. Aggregates not only increase concrete’s strength, but also can make the mix more compact, enabling applications such as weatherproofing and heat retention. They can further contribute to concrete’s aesthetic qualities. For example, sand gives surface treatments their brightness.
The types of aggregates we offer our clients include, but are not limited to:
Crushed Stone and Manufactured Sand. These products are obtained by mining rock and breaking it down to a preferred size. In the case of manufactured sand, the product is obtained by crushing rock to the selected shape or texture, ensuring product and project specifications are met. Sources of crushed stone can be igneous, sedimentary, or metamorphic.
Gravel. Gravel deposits are produced through a natural process of weathering and erosion. It can be used for roads, for concrete manufacturing, or for decorative purposes.
Sand: Sand occurs naturally and is composed of fine rock material and mineral particles. Its composition is variable depending on the source. It can be used for roads, concrete manufacturing, or sanitation.
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Recycled Concrete. Recycled concrete is created by breaking, removing, and crushing existing concrete to a preferred size. It is commonly used as a base layer for other construction materials because it compacts to form a firm surface.
Urbanization Solutions
Urbanization Solutions is one of our four core businesses, a portfolio of products and services that leverages our building materials expertise to offer complementary solutions for sustainable cities, emphasizing net-zero and sustainability, circular solutions, and resilient buildings and infrastructure. Urbanization Solutions focuses on four key market segments:
Performance Materials.
Performance materials are formulated products that are used to modify or enhance the performance of building materials and construction systems. Performance materials include admixtures, mortars (e.g., masonry, rendering and plastering, tile setting systems, among others) and asphalt. The following are examples of performance materials we offer to our customers:
| • | Admixtures ISOMILL 4000 Series grinding aids and cement enhancers that provide significant carbon reduction, higher process efficiency and enhanced strength. |
| • | Admixtures ISOFLOW 6000 Series high-performance superplasticizer technology for ready-mixed concrete producers that enable water and carbon reduction of up to 50% in concrete mix designs. |
| • | Cemex dry silo mortar provides an innovative and efficient solution to mortar delivery, particularly to larger sites. There is no need for mixing areas on site as all the material is pre-blended in the silo. The guaranteed color, consistency and controlled workability are backed up by Cemex’s training and support. The dedicated Cemex dry silo team can support with silo placement and specification. |
| • | VIALOW is our low temperature asphalt, that enables quicker re-opening of road works after completion, as the asphalt reaches appropriate trafficking temperatures faster than conventional hot mix asphalt. VIALOW reduced carbon asphalt includes the option to offset residual CO2 to provide a carbon neutral product, in accordance with the CarbonNeutral Protocol. |
Industrialized Construction.
We manufacture finished building elements that are easy and safe to transport and install on-site. Industrialized construction products range from precast components to complete structures, 2D panels, 3D modules, 3D structures, etc. The following are examples of industrialized construction products we offer to our customers:
| • | Precast elements for mobility and urban infrastructure: these include rail sleepers, box culverts, bridges, drainage basins, barriers, and parking curbs. |
| • | High-end architectural concrete products with a range of styles for different building and urban landscaping projects: these include fully serviced façade panels, standard and architectural blocks, block paving, and decorative paving solutions. |
| • | Social infrastructure solutions for rapid response: these include solutions like fully equipped COVID-19 hospital sections. |
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Circularity.
We provide services that improve the circularity of the construction value chain by focusing on three waste streams:
| • | Construction, Demolition & Excavation Materials—These are generated specifically from the built environment. All debris, returned concrete, bricks, shingles, wood, excavation soil, etc., that can be recycled and reintegrated is incorporated into the construction value chain as raw materials. As an example, the Cemex Circularity Center in France, located in an industrial harbor in Paris, offers a wide range of circular economy services to the construction industry. The center receives a variety of materials, including construction, demolition and excavation waste, that is processed and transformed into recycled aggregates used in different infrastructure projects, such as the Grand Paris, and as insert materials for land restoration. |
| • | Industrial by-products—These are derived from waste streams of various industries. This allows Cemex to contribute to the preservation of natural resources and reduce our CO2 footprint. Substances such as slag, fly ashes, calcined clays, and other decarbonated raw materials serve as alternatives to limestone and clinker in our production processes. |
| • | Municipal & Industrial Waste—These originate from households, commercial activities, and industrial operations, including the waste generated from our increasing operational presence in metropolitan areas in Mexico. The process sorts out recyclables from waste streams, and then transforms most of the remaining non-recyclable waste into alternative fuels. These fuels replace part of the fossil fuels used in our cement kilns, subsequently increasing the sustainability attributes of our products and reducing our carbon footprint. |
Our Regenera business is part of the Circularity segment of Urbanization Solutions. Since its launch in 2023, Regenera has repurposed nearly 58 million tons of municipal and industrial waste; construction, excavation, and demolition materials; and by-products like fly ash and slag from other industries.
Related Services.
We provide complementary services to offer integrated solutions through logistics and transportation, retail, pavement services and design and engineering, among others, that add value along the construction value chain. These services enable Cemex to provide value for our customers by offering building solutions for their construction needs. The following are examples of related services we offer to our customers:
| • | Logistics services provide multi-faceted transportation solutions like Alliera (a business unit that provides supply chain solutions in North America), as well as our New Line Transport business that serves the pneumatic tank, aggregate dump, and flatbed markets promoting safety and providing a superior customer service through a centralized customer care dispatch center. |
| • | Retail services like ConstruramaSupply, an eCommerce platform for construction materials such as steel, hardware, plumbing, finishes and electrical material that brings the Cemex product offer closer to the Construrama retail network. |
| • | Pavement services specialize in surface schemes from major highways and airfield surfacing to business parks, car parks, storage and materials handling depots where we offer a comprehensive range of paving solutions to both private and public sector clients. |
| • | Design and engineering services like Construhub, a Building Information Modeling (“BIM”) platform based on BIM methodology that reduces risks, improves quality, and facilitates the delivery of projects on time and within budget for our clients. |
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Services
We continuously communicate and interact with our customers to try to identify and implement effective ways to meet their toughest challenges. We recognize that customer loyalty happens by design, not by chance. To better serve our customers, we not only need to have a clear understanding of what they need, but also the means and passion to fulfill those needs.
In each market and locality in which we operate, we seek to provide our customers with integrated building solutions. For example, to solve infrastructure needs in major cities, we not only provide ready-mix concrete, but for some projects we also design the project, define technical solutions, offer different financial schemes and execute the project in collaboration with local builders. Similarly, we work alongside our neighbors in small, less-affluent communities to help them try and solve their housing needs and pave their streets and sidewalks.
The following are examples of the different services offered to our customers throughout our operations, which may vary from location to location:
Enhanced Loading Experience. This service offers our customers flexibility and efficiency by applying technologies and solutions in the loading process in order to, among other results, minimize loading time and improve truck efficiency. These technologies and solutions include: ATM-like bulk-cement, fast lanes, real time loading status, license plate recognition, and radio-frequency identification. Aligned with our commitment to provide flexibility and efficiency to our customers, we continue to evolve and enhance loading technology. Over the past year, we have improved processes by implementing new technologies and solutions to further reduce loading times and optimize truck efficiency. Additionally, this initiative has proven successful and is now being replicated in other countries, strengthening our global network and ensuring a faster and more effective loading experience for customers.
Control Tower. As part of our commitment in seeking operational excellence, our Control Tower integrated multiple services, including safety and real-time inventory visibility, to enhance supply chain efficiency. By leveraging advanced technologies and data-driven insights, we improve coordination, reduce disruptions, and optimize decision-making. These capabilities enable us to enhance customer order fulfillment, so that our customers receive their orders accurately, on time, and in optimal conditions.
Customer-oriented Educational and Training Services. Webinars continue to be an effective channel to engage with existing and potential customers. In 2024, Cemex hosted over 48 webinars on several topics, including Cemex Go trainings about new functionalities, new product releases, Vertua, and sustainability.
Online Services. Throughout 2024, we focused on rolling out the online connection experience with digital confirmation, allowing customers to confirm orders in real-time from both mobile and web platforms throughout multiple U.S. markets and the United Kingdom. This new feature includes the ability to fully manage orders, which allows consumers to modify, cancel, and repeat orders at any time during the online process without interruption. In 2024, we also introduced the Multiple Orders feature, which allows customers to create and confirm several orders at the same time, as well as the Various Locations feature, which provides customers the ability to create new points of delivery and receive instant confirmation.
Service Centers. Our Service Centers globally play a key role in providing what we believe is a superior customer experience to our customers. In 2024, we significantly advanced standard processes and platforms for our omnichannel customer experience and leveraged data to enable and promote rich, agile, personalized and “Digital First” customer interactions.
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Technical Support. We aim to provide our customers with technical assistance through our state-of-the-art equipment and our highly professional, well-trained technical services staff. We strive to provide value above and beyond fulfilling our customers’ need for cement, aggregates, ready-mix concrete, and related products such as mortar.
These services do not produce revenues on a stand-alone basis but are part of our comprehensive value proposition.
Description of Our Raw Materials Resources and Reserves
We are a leading global provider of building materials and solutions, including cement, ready-mix concrete, aggregates and Urbanization Solutions. Our cement production process begins with the mining and crushing of limestone and clay, and, in some instances, other raw materials. We have access to limestone and clay quarries near most of our cement plant sites worldwide since these minerals are the main raw materials in the cement production process.
In addition, we are one of the world’s largest suppliers of aggregates, primarily hard rock, sand, and gravel, obtained from quarries, to be used in ready-mix concrete and other concrete-based products such as blocks and pipes.
Customers use our aggregates for a wide array of purposes, from key components in the construction and maintenance of highways, walkways, and railways to indispensable ingredients in concrete, asphalt and mortar. Aggregates can be used in their natural state or crushed into smaller size pieces.
The types of mines mostly used to extract raw materials for aggregates and cement production are open pit or open cut, which relate to deposits of economically useful minerals or rocks that are found near the land surface. Open-pit mines that produce raw materials for our industry are commonly referred to as quarries.
Open-pit mines are typically enlarged until either the mineral resource is exhausted or an increasing ratio of overburden to exploitable material makes further mining uneconomic. In some cases, we also extract raw materials by dredging underwater deposits.
Raw materials for our own cement production processes are obtained mainly from our own sources. However, we may cover our aggregates and other raw materials needs through supply from third parties. For the year ended December 31, 2024, approximately 4% of our total raw material needs were supplied by third parties.
Mineral resources are defined as a concentration or occurrence of material of economic interest in or on the earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for its economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.
Our resources estimates are prepared by Cemex’s engineers and geologists, some of which are considered qualified persons under sub-part 1300 of Regulation S-K of the Securities Act (“Regulation S-K 1300”), and such estimates are then analyzed and verified annually by other business units within the Company, jointly with the associated regional technical managers, once information is available. Our quarries must also be operated and maintained in accordance with applicable environmental permits and requirements. For more information, see “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters” for details. In specific circumstances we have used the services of third-party geologists and/or engineers to validate our own estimates. The three categories of resources, in decreasing level of confidence, are the following:
| (1) | A measured mineral resource is that part of a mineral resource for which quantity is estimated on the basis of conclusive geological evidence and sampling. A measured mineral resource has a higher level of confidence than |
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| the level of confidence of either an indicated mineral resource or an inferred mineral resource. It may be converted to a proven mineral reserve or to a probable mineral reserve. |
| (2) | An indicated mineral resource is that part of a mineral resource for which quantity is estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. An indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource and may only be converted to a probable mineral reserve. |
| (3) | An inferred mineral resource is that part of a mineral resource for which quantity is estimated on the basis of limited geological evidence and sampling. An inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability. An inferred mineral resource may not be converted to a mineral reserve. |
Mineral reserves are defined as the economically mineable part of a measured or indicated mineral resource. Our reserves estimates are prepared by Cemex’s engineers and geologists, some of which are considered qualified persons under Regulation S-K 1300, and such estimates are then analyzed and verified annually by other business units within the Company, jointly with the regional technical managers associated, once information is available. Our quarries must also be operated and maintained in accordance with applicable environmental permits and requirements. See “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters” for more information. In specific circumstances we have used the services of third-party geologists and/or engineers to validate our own estimates. The two categories of reserves, in decreasing level of confidence, are the following:
| (1) | Proven reserves are for which (i) the quantity is computed from dimensions revealed by drill data, together with other direct and measurable observations such as outcrops, trenches and quarry faces; (ii) the grade and/or quality are computed from the results of detailed sampling; and (iii) the sampling and measurement data are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of the reserves are well-established. Reserves are considered as proven when, based on our interpretation of applicable laws and regulation, legal and environmental conditions are met and required permits and approvals have been obtained to allow for the extraction of the material. |
| (2) | Probable reserves are those for which quantity and grade and/or quality are computed from information similar to that used from proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation. |
Our reserves determination incorporates only materials meeting specific quality requirements. For aggregates used in ready-mix concrete, such requirements are based on hardness, shape and size. For cement raw materials (mainly limestone and clay), such requirements are based on a chemical composition that matches the quality demanded by the production process. In the case of cement raw materials, since chemical composition varies from production sites and even within the same site, we conduct geostatistical chemical tests and determine the best blending proportions to meet production quality criteria and to try to maintain an extraction ratio close to 100% of the reported reserves for such materials.
The main equipment utilized in our production sites consists of the following:
| • | In our cement facilities: drills, crushers, kilns, coolers, mills, packing/loading machines, pay loaders, excavators, off-road trucks, and other material handling equipment. |
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| • | In our ready-mix concrete facilities: batch plants, silos, and mobile equipment and mixer trucks. |
| • | In our aggregates facilities: drills, crushers, screens, belt conveyors, pay loaders, excavators, trucks, and other material handling equipment. |
Our estimates distinguish between owned and leased reserves, the latter being determined over the term of the lease contract, and including only those permitted reserves which are proven and probable. As of December 31, 2024, our total cement raw materials and aggregates resources and reserves were located in 361 sites, comprising a property surface of approximately 87,702 hectares. Of these sites, 52.3% are located on land owned by Cemex, 23.3% are on land leased by Cemex, and 24.4% are on land owned in part and leased in part. The following maps show our production stage and development stage quarries’ locations as of December 31, 2024:
Mexico, USA, and SCA&C regions
EMEA region(1)
(1) Excludes 15 marine extraction sites in the United Kingdom.
Our mining properties are classified as follows:
(1) Production Stage: Properties with reported proven or probable reserves where we have active mining operations,
(2) Development Stage: Properties with reported proven or probable reserves where we do not have active mining operations, and
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(3) Exploration Stage: Properties with no reported reserves.
As of December 31, 2024, we have 283 cement raw materials and aggregates properties in the production stage, 72 properties in the development stage and 6 properties in the exploration stage.
As of December 31, 2024, we had 130 cement raw materials quarries in the production and development stage and five quarries in exploration stage across our global operations, serving our facilities dedicated to cement production, which are commonly located at or near the cement plant facilities. Annualized production of cement raw materials totaled 54.7 million tons for 2024, 61.2 million tons for 2023 and 67.4 million tons for 2022. We estimate that our proven and probable cement raw material reserves, on a consolidated basis, have an average remaining life of approximately 88.0 years. Average remaining life, also known as years to depletion, is calculated based on total reserves divided by the average production of the five previous years; so, for the year ended December 31, 2024, total reserves are divided by the average annual cement raw materials production between the years ended December 31, 2020 and December 31, 2024. Reserves and production from the quarry located in Maceo are excluded from this calculation. As of December 31, 2024, we operated substantially all of our cement raw materials quarries, some of which are jointly-operated with third parties.
The tables set forth below present our total measured, indicated and inferred cement raw materials resources (exclusive of proven and probable reserves) and permitted (based on our interpretation of existing permits, licenses and applicable laws and regulations) proven and probable cement raw materials reserves by geographic segment and material type extracted or produced in our cement raw materials quarries operations.
| As of December 31, 2024 | ||||||||||||||||||||
| Resources (million tons)(4)(5)(6) | ||||||||||||||||||||
| Country(1) |
Mineral | Measured (M) | Indicated (I) |
Total (M) + (I) |
Inferred | |||||||||||||||
| Mexico(2) |
Limestone | 57 | 305 | 362 | 1,551 | |||||||||||||||
| Clay | 15 | 0 | 15 | 105 | ||||||||||||||||
| Others | 0 | 5 | 5 | 6 | ||||||||||||||||
| United States(3) |
Limestone | 18 | 104 | 122 | 346 | |||||||||||||||
| Clay | 0 | 0 | 0 | 0 | ||||||||||||||||
| Others | 0 | 0 | 0 | 0 | ||||||||||||||||
| EMEA: |
||||||||||||||||||||
| United Kingdom |
Limestone | 0 | 59 | 59 | 0 | |||||||||||||||
| Clay | 0 | 5 | 5 | 0 | ||||||||||||||||
| Germany |
Limestone | 0 | 0 | 0 | 51 | |||||||||||||||
| Poland |
Limestone | 0 | 0 | 0 | 170 | |||||||||||||||
| Spain |
Limestone | 5 | 0 | 5 | 207 | |||||||||||||||
| Clay | 0 | 0 | 0 | 2 | ||||||||||||||||
| Others | 0 | 0 | 0 | 0 | ||||||||||||||||
| Rest of EMEA |
Limestone | 199 | 0 | 199 | 89 | |||||||||||||||
| Clay | 55 | 0 | 55 | 0 | ||||||||||||||||
| Others | 0 | 0 | 0 | 3 | ||||||||||||||||
| SCA&C: |
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| Colombia(8) |
Limestone | 263 | 449 | 712 | 875 | |||||||||||||||
| Clay | 51 | 58 | 109 | 11 | ||||||||||||||||
| Others | 3 | 3 | 6 | 3 | ||||||||||||||||
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| As of December 31, 2024 | ||||||||||||||||||||
| Resources (million tons)(4)(5)(6) | ||||||||||||||||||||
| Country(1) |
Mineral | Measured (M) | Indicated (I) |
Total (M) + (I) |
Inferred | |||||||||||||||
| Panama |
Limestone | 15 | 2 | 17 | 0 | |||||||||||||||
| Clay | 0 | 0 | 0 | 0 | ||||||||||||||||
| Caribbean TCL |
Limestone | 148 | 0 | 148 | 0 | |||||||||||||||
| Clay | 0 | 0 | 0 | 0 | ||||||||||||||||
| Others | 0 | 0 | 0 | 0 | ||||||||||||||||
| Dominican Republic(7) |
Limestone | 0 | 389 | 389 | 0 | |||||||||||||||
| Clay | 0 | 4 | 4 | 0 | ||||||||||||||||
| Others | 0 | 0 | 0 | 49 | ||||||||||||||||
| Rest of SCA&C |
Limestone | 10 | 5 | 15 | 0 | |||||||||||||||
| Clay | 0 | 0 | 0 | 0 | ||||||||||||||||
| Others | 0 | 0 | 0 | 0 | ||||||||||||||||
| Cemex Consolidated |
Limestone | 715 | 1,313 | 2,028 | 3,289 | |||||||||||||||
| Clay | 121 | 67 | 188 | 118 | ||||||||||||||||
| Others | 3 | 8 | 11 | 61 | ||||||||||||||||
| Totals | 839 | 1,388 | 2,227 | 3,468 | ||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||||||||||
| Reserves (million tons)(4)(5)(6) | ||||||||||||||||||||||||
| Country(1) |
Mineral | Number of quarries(9) |
Proven | Probable | Total | 2024 Annualized Production |
||||||||||||||||||
| Mexico(2) |
Limestone | 15 | 1,301 | 1,627 | 2,928 | 18.6 | ||||||||||||||||||
| Clay | 12 | 144 | 148 | 292 | 2.2 | |||||||||||||||||||
| Others | 12 | 5 | 4 | 9 | 0.2 | |||||||||||||||||||
| United States(3) |
Limestone | 20 | 547 | 74 | 621 | 10.3 | ||||||||||||||||||
| Clay | 2 | 31 | 0 | 31 | 0.2 | |||||||||||||||||||
| Others | 3 | 1 | 0 | 1 | 0.1 | |||||||||||||||||||
| EMEA: |
||||||||||||||||||||||||
| United Kingdom |
Limestone | 2 | 46 | 0 | 46 | 1.3 | ||||||||||||||||||
| Clay | 3 | 22 | 6 | 28 | 0.4 | |||||||||||||||||||
| Germany |
Limestone | 1 | 9 | 71 | 80 | 1.2 | ||||||||||||||||||
| Poland |
Limestone | 2 | 109 | 84 | 193 | 2.5 | ||||||||||||||||||
| Spain |
Limestone | 11 | 114 | 75 | 189 | 2.5 | ||||||||||||||||||
| Clay | 4 | 1 | 5 | 6 | 0.1 | |||||||||||||||||||
| Others | 2 | 0 | 15 | 15 | 0.0 | |||||||||||||||||||
| Rest of EMEA |
Limestone | 5 | 76 | 196 | 272 | 5.4 | ||||||||||||||||||
| Clay | 2 | 2 | 13 | 15 | 0.7 | |||||||||||||||||||
| Others | 4 | 1 | 0 | 1 | 0.0 | |||||||||||||||||||
| SCA&C: |
||||||||||||||||||||||||
| Colombia(8) |
Limestone | 11 | 36 | 130 | 166 | 3.0 | ||||||||||||||||||
| Clay | 2 | 7 | 5 | 12 | 0.0 | |||||||||||||||||||
| Others | 2 | 1 | 4 | 5 | 0.0 | |||||||||||||||||||
| Panama |
Limestone | 3 | 54 | 31 | 85 | 1.1 | ||||||||||||||||||
| Clay | 2 | 5 | 1 | 6 | 0.2 | |||||||||||||||||||
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| As of December 31, 2024 | ||||||||||||||||||||||||
| Reserves (million tons)(4)(5)(6) | ||||||||||||||||||||||||
| Country(1) |
Mineral | Number of quarries(9) |
Proven | Probable | Total | 2024 Annualized Production |
||||||||||||||||||
| Caribbean TCL |
Limestone | 4 | 0 | 111 | 111 | 2.1 | ||||||||||||||||||
| Clay | 1 | 1 | 4 | 5 | 0.1 | |||||||||||||||||||
| Others | 3 | 0 | 14 | 14 | 0.2 | |||||||||||||||||||
| Dominican Republic(7) |
Limestone | 1 | 85 | 0 | 85 | 1.9 | ||||||||||||||||||
| Clay | 1 | 16 | 0 | 16 | 0.0 | |||||||||||||||||||
| Others | 1 | 10 | 0 | 10 | 0.2 | |||||||||||||||||||
| Rest of SCA&C |
Limestone | 4 | 2 | 9 | 11 | 0.2 | ||||||||||||||||||
| Clay | 0 | 0 | 0 | 0 | 0.0 | |||||||||||||||||||
| Others | 0 | 0 | 0 | 0 | 0.0 | |||||||||||||||||||
| Cemex Consolidated |
Limestone | 79 | 2,379 | 2,408 | 4,787 | 50.1 | ||||||||||||||||||
| Clay | 29 | 229 | 182 | 411 | 3.9 | |||||||||||||||||||
| Others | 27 | 18 | 37 | 55 | 0.7 | |||||||||||||||||||
| Totals | 135 | 2,626 | 2,627 | 5,253 | 54.7 | |||||||||||||||||||
| (1) | Country indicates location unless otherwise noted. |
| (2) | Our cement raw materials operations in Mexico include three limestone quarries that also produce hard rock aggregates. |
| (3) | Our cement raw materials operations in the United States include one limestone quarry that also produces hard rock aggregates. |
| (4) | Figures for reserves and resources are rounded. |
| (5) | Our 2024 cement raw materials resources and reserves were estimated based on an average sales price during the year ended December 31, 2024 for cement of $140.8 per metric ton, excluding freight. This price is impacted by product mix, location, and exchange rates. One ton of limestone is used to produce 1.08 tons of cement. |
| (6) | Resources and reserves are reported excluding expected wastes, meaning its best estimation of final usable/saleable material. |
| (7) | As of December 31, 2024, the assets and liabilities related to our operations in the Dominican Republic are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively. See note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report for information related to the closing of the divestiture of our Dominican Republic operations. |
| (8) | Production from the quarry located in Maceo is excluded from this calculation. |
| (9) | The number of quarries may include sites in exploration stages. |
As of December 31, 2024, we had 225 aggregates quarries in the production and development stage and one quarry in the exploration stage across our global operations, mostly dedicated to serving our ready-mix concrete and aggregates businesses. Annualized production of aggregates totaled 110.4 million tons for 2024, 112.5 million tons for 2023 and 117.7 million tons for 2022. We estimate that our proven and probable aggregates reserves, on a consolidated basis, have an average remaining life of 32 years. Average remaining life, also known as years to depletion, is calculated based on total reserves divided by the average production of the five previous years; so, for the year ended December 31, 2024, total reserves are divided by the average annual cement raw materials production between the years ended December 31, 2020 and December 31, 2024. As of December 31, 2024, we operated substantially all of our aggregates quarries, some of which are jointly-operated with third parties.
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The tables set forth below present our total measured, indicated, and inferred aggregates resources (exclusive of proven and probable reserves) and permitted (based on our interpretation of existing permits and applicable laws and regulations) proven and probable aggregates reserves by geographic segment and material type extracted or produced in our aggregates quarries operations. We note that the locations of our aggregates reserves differ from those of our cement reserves:
| As of December 31, 2024 | ||||||||||||||||||||
| Resources (million tons)(3)(4)(5) | ||||||||||||||||||||
| Country(1) |
Mineral | Measured (M) | Indicated (I) | Total (M) + (I) | Inferred | |||||||||||||||
| Mexico |
Hardrock | 101 | 154 | 255 | 30 | |||||||||||||||
| United States(2) |
Hardrock | 349 | 461 | 810 | 316 | |||||||||||||||
| Sand & Gravel | 29 | 299 | 328 | 40 | ||||||||||||||||
| Other | 0 | 0 | 0 | 0 | ||||||||||||||||
| EMEA: |
||||||||||||||||||||
| United Kingdom |
Hardrock | 0 | 54 | 54 | 24 | |||||||||||||||
| Sand & Gravel | 32 | 122 | 154 | 131 | ||||||||||||||||
| France |
Hardrock | 2 | 12 | 14 | 0 | |||||||||||||||
| Sand & Gravel | 0 | 28 | 28 | 4 | ||||||||||||||||
| Germany |
Hardrock | 24 | 19 | 43 | 3 | |||||||||||||||
| Sand & Gravel | 3 | 0 | 3 | 1 | ||||||||||||||||
| Poland |
Hardrock | 0 | 15 | 15 | 4 | |||||||||||||||
| Sand & Gravel | 18 | 6 | 24 | 1 | ||||||||||||||||
| Spain |
Hardrock | 0 | 0 | 0 | 0 | |||||||||||||||
| Sand & Gravel | 0 | 0 | 0 | 0 | ||||||||||||||||
| Other | 0 | 0 | 0 | 0 | ||||||||||||||||
| Israel |
Hardrock | 0 | 0 | 0 | 0 | |||||||||||||||
| Sand & Gravel | 0 | 0 | 0 | 0 | ||||||||||||||||
| Rest of EMEA |
Hardrock | 0 | 0 | 0 | 1 | |||||||||||||||
| Sand & Gravel | 10 | 14 | 24 | 0 | ||||||||||||||||
| SCA&C: |
||||||||||||||||||||
| Colombia |
Sand & Gravel | 69 | 109 | 178 | 387 | |||||||||||||||
| Other | 142 | 52 | 194 | 76 | ||||||||||||||||
| Panama |
Hardrock | 0 | 0 | 0 | 0 | |||||||||||||||
| Other | 0 | 0 | 0 | 0 | ||||||||||||||||
| Caribbean TCL |
Hardrock | 6 | 0 | 6 | 0 | |||||||||||||||
| Sand & Gravel | 3 | 4 | 7 | 0 | ||||||||||||||||
| Other | 0 | 0 | 0 | 0 | ||||||||||||||||
| Dominican Republic(6) |
Hardrock | 0 | 0 | 0 | 0 | |||||||||||||||
| Rest of SCA&C |
Sand & Gravel | 0 | 0 | 0 | 0 | |||||||||||||||
| Cemex Consolidated |
Hardrock | 482 | 715 | 1,197 | 378 | |||||||||||||||
| Sand & Gravel | 164 | 582 | 746 | 564 | ||||||||||||||||
| Other | 142 | 52 | 194 | 76 | ||||||||||||||||
| Totals | 788 | 1,349 | 2,137 | 1,018 | ||||||||||||||||
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|
As of December 31, 2024 | |||||||||||||||||||||||
|
|
Reserves (million tons)(3)(4)(5) | |||||||||||||||||||||||
| Country(1) |
Mineral | Number of quarries(7) |
Proven | Probable | Total | 2024 Annualized Production |
||||||||||||||||||
| Mexico |
Hardrock | 15 | 226 | 153 | 379 | 12.2 | ||||||||||||||||||
| United States(2) |
Hardrock | 17 | 719 | 37 | 756 | 31.2 | ||||||||||||||||||
| Sand & Gravel | 29 | 293 | 97 | 390 | 15.5 | |||||||||||||||||||
| Other | 1 | 3 | 0 | 3 | 0.2 | |||||||||||||||||||
| EMEA: |
||||||||||||||||||||||||
| United Kingdom |
Hardrock | 3 | 256 | 0 | 256 | 6.6 | ||||||||||||||||||
| Sand & Gravel | 35 | 137 | 54 | 191 | 8.8 | |||||||||||||||||||
| France |
Hardrock | 7 | 54 | 27 | 81 | 2.5 | ||||||||||||||||||
| Sand & Gravel | 30 | 118 | 34 | 152 | 6.4 | |||||||||||||||||||
| Germany |
Hardrock | 9 | 74 | 28 | 102 | 2.3 | ||||||||||||||||||
| Sand & Gravel | 12 | 37 | 56 | 93 | 1.7 | |||||||||||||||||||
| Poland |
Hardrock | 2 | 16 | 3 | 19 | 1.7 | ||||||||||||||||||
| Sand & Gravel | 4 | 6 | 8 | 14 | 1.6 | |||||||||||||||||||
| Spain |
Hardrock | 19 | 255 | 122 | 377 | 3.2 | ||||||||||||||||||
| Sand & Gravel | 3 | 30 | 0 | 30 | 1.0 | |||||||||||||||||||
| Other | 2 | 4 | 5 | 9 | 0.1 | |||||||||||||||||||
| Israel |
Hardrock | 7 | 102 | 10 | 112 | 12.0 | ||||||||||||||||||
| Sand & Gravel | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
| Rest of EMEA |
Hardrock | 5 | 9 | 0 | 9 | 0.6 | ||||||||||||||||||
| Sand & Gravel | 8 | 12 | 1 | 13 | 1.6 | |||||||||||||||||||
| SCA&C: |
||||||||||||||||||||||||
| Colombia |
Sand & Gravel | 8 | 1 | 32 | 33 | 0.1 | ||||||||||||||||||
| Other | 1 | 0 | 14 | 14 | 0 | |||||||||||||||||||
| Panama |
Hardrock | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Other | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
| Caribbean TCL |
Hardrock | 2 | 7 | 4 | 11 | 0.4 | ||||||||||||||||||
| Sand & Gravel | 2 | 0 | 3 | 3 | 0.6 | |||||||||||||||||||
| Other | 1 | 0 | 4 | 4 | 0.1 | |||||||||||||||||||
| Dominican Republic(6) |
Hardrock | 1 | 18 | 0 | 18 | 0 | ||||||||||||||||||
| Rest of SCA&C |
Sand & Gravel | 3 | 0 | 2 | 2 | 0 | ||||||||||||||||||
| Cemex Consolidated |
Hardrock | 87 | 1,736 | 384 | 2,120 | 72.7 | ||||||||||||||||||
| Sand & Gravel | 134 | 634 | 287 | 921 | 37.3 | |||||||||||||||||||
| Other | 5 | 7 | 23 | 30 | 0.4 | |||||||||||||||||||
| Totals | 226 | 2,377 | 694 | 3,071 | 110.4 | |||||||||||||||||||
| (1) | Country indicates location unless otherwise noted. |
| (2) | Our aggregates quarries for our operations in the United States include one quarry located in Canada. |
| (3) | Figures for Reserves and Resources are rounded. |
| (4) | Our 2024 aggregates resources and reserves were estimated based on an average sales price during the year ended December 31, 2024 for aggregates of $16.8 per ton, excluding freight. This price is impacted by product mix, location, and exchange rates. |
| (5) | Resources and reserves are reported excluding expected wastes, meaning its best estimation of final usable/salable material. |
| (6) | As of December 31, 2024, the assets and liabilities related to our operations in the Dominican Republic are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively. See note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report for information related to the closing of the divestiture of our Dominican Republic operations. |
| (7) | The number of quarries may include sites in exploration stages. |
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See “Item 4—Information on the Company—Our Businesses” for further details on our processing plants, other available facilities and operations.
Internal Controls on Production Activities and Associated Information
Cemex has implemented controls and procedures designed for quality assurance and quality control on the Company’s production activities and associated information for the estimation of mineral resources and reserves.
The quality assurance and quality control measures are applied to exploration, quarry production and cement plant processing activities. Cemex applies industry standards to evaluate the reliability of laboratory results that analyze exploration samples used in calculating mineral resource and reserve estimates, which are then analyzed and verified annually by other business units within the Company, jointly with the associated regional technical managers, once such information is available. Qualified persons and experts also verify the data resulting from analysis prior to using it in their work.
Additionally, Cemex has implemented internal controls designed for its mineral resources and reserves estimates to be compliant with Regulation S-K 1300 requirements, including the preparation of resources and reserve estimates by qualified persons and experts on the matter in the different locations where Cemex operates.
Our Vision
VISION. Cemex has a general vision and value creation model comprised of the following five elements: (i) purpose, (ii) values, (iii) strategic priorities, (iv) operating model, and (v) stakeholders.
PURPOSE. Our purpose is to go beyond the present to create a more sustainable and prosperous future for generations to come.
VALUES. Our core values are: safety, value-generation, integrity, collaboration, innovation, and diversity. These principles guide our conduct across all areas of our business.
We strive to: (i) foster a common principle of care that extends to life inside and outside of work to protect the health and safety of our stakeholders; (ii) focus on our customers by aligning ourselves closely with their business and by resolving issues promptly and efficiently; (iii) act with integrity by adhering to high ethical standards and best practices in corporate governance that exceed simple legal compliance; (iv) work as one Cemex by leveraging our collective strength and global knowledge to share best practices, replicate good ideas and collaborate across boundaries; (v) foster innovation by embracing creativity, experimentation, and transformation in line with industry leadership in the digital journey; and (vi) embrace diversity by integrating different backgrounds and perspectives, capturing the value that these experiences and ways of thinking bring to Cemex.
STRATEGIC PRIORITIES. To achieve our purpose, our strategy is to create value and deliver sustainable growth by building and managing a global portfolio of cement, ready-mix concrete, aggregates and Urbanization Solutions businesses. Our five strategic priorities, in no particular order, are (i) Health and Safety (“H&S”), (ii) Customer Centricity, (iii) Sustainability, (iv) Innovation, and (v) Operating EBITDA Growth.
| • | Health and Safety: We are committed to providing a safe and healthy work environment for all individuals involved in our operations, including employees and contractors. |
| • | Customer Centricity: We place our customers at the center of our operations, aligning our solutions with their evolving needs and priorities. |
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| • | Sustainability: We have established efforts and initiatives aimed at making positive contributions to our world. |
| • | Innovation: We focus on developing and scaling innovations that support our carbon neutrality goals and broader climate strategy. |
| • | EBITDA Growth: We seek to improve financial performance by enhancing margins, maintaining a healthy credit rating, and optimizing our portfolio. |
During 2024, we continued to advance our operational and strategic performance. For example, we achieved a leverage of 1.81x, our lowest level since the outbreak of the 2008 global financial crisis, with a total debt plus other financial obligations reduction of $806 million during the year ended December 31, 2024; and as of December 31, 2024, a reduction in CO2 emissions of more than 30% compared to our 1990 baseline. As a result of the progress made, we now look to accelerate our growth strategy, setting a sustainable shareholder return policy and further strengthening our capital structure. After obtaining investment grade credit ratings in early 2024, we intend to not only maintain but to continue or improving our ratings going forward.
During the year ended December 31, 2024, as a result of our financial strategy and our operating results, we reduced consolidated net debt, as defined in the Credit Agreements, by $1.1 billion and decreased our leverage ratio, as calculated under the Credit Agreements, by 0.25x to 1.81x. In addition, to further fortify our balance sheet, we remain focused mainly on the following three initiatives, while at all times remaining committed to building a better world and helping alleviate some of the biggest challenges communities are facing today: (i) growing our Operating EBITDA through further cost-reduction efforts, operating efficiencies, customer-centric commercial strategies across all our core businesses and strategic growth investments; (ii) maximizing our free cash flow, which is expected to be used mainly for bolt on investments, return to shareholders and debt reduction; and (iii) continuing to execute selective accretive divestments by selling what we believe are non-essential assets, which could allow us to free up more free cash flow.
Health and Safety
H&S remains our top value and priority. We are working towards developing a culture within which everyone in our organization embraces H&S. We believe that the health and safety of our employees, contractors, and the people we interact with in our local communities on a day-to-day basis is of the utmost importance.
To help us meet our goals, we focus on three areas: (i) our Zero4Life initiative, pursuant to which we strive for a work environment with zero injuries; (ii) promoting a H&S culture under standardized global programs that foster a common principle of care across our operations in all geographies; and (iii) procuring the global well-being of our employees inside and outside of work by supporting them in caring for their emotional and physical health, financial fitness and workforce experience.
Our Global Health and Safety Policy is the cornerstone of our Health and Safety Management System (“HSMS”) and sets out clear expectations for our leaders and workforce to carry out their activities in a safe manner and to care for the well-being of our employees, contractors and other people with whom we interact. Additionally, it sets expectations and reinforces communication with suppliers, performance reports, and incident investigations. The HSMS is our main tool to establish performance requirements and goals for our operations by helping us assess potential risks and plan the measures needed to mitigate them in a coordinated manner. The HSMS is designed to empower our leaders to implement a successful health and safety strategy across our operations and guides us on how to adequately allocate resources to training programs for our employees. Furthermore, our line managers utilize our HSMS on an ongoing basis to make an annual review of further improvement opportunities and to formulate annual Health and Safety Improvement Plans. Operations with implemented HSMS can achieve external certification according to the ISO 45001 standard.
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Our HSMS is also subject to evaluations through our Global Corporate Governance Audits program. This program audits an average of 40 operational sites annually, covering all countries over a three-year period. It provides an independent assessment of compliance with our HSMS and identifies opportunities for improvement. In addition, we conduct cross-regional corporate governance health and safety audits each year across multiple operations. These audits support continuous improvement and facilitate the sharing of best practices on health and safety topics across our global operations.
We are constantly working towards our ultimate target of zero injuries worldwide, evidenced by our Zero4Life objective. In 2024, our LTI frequency rate remained the same at 0.6. However, we are working toward our goal of reducing this rate to 0.3 by the end of 2025. Our employee Total Recordable Injuries (“TRI”) frequency rate decreased to 2.5, and we expect to reduce this rate further in 2025. The number of contractor LTIs decreased by 18% when compared to 2023, and contractor TRIs decreased by 4% in 2024. We continue to work on health-related actions to achieve a reduction in our employee sickness absence rate, which increased by 6% in 2024.
In 2024, we had three fatalities when considering third-party, contractor and employee fatalities, one less than in 2023. The number of employee fatalities decreased from three to one. As shown in the table below, our figures are aligned with the Global Cement & Concrete Association’s (“GCCA”) guidelines and guidance. We also continued to make progress in most countries, as 96% of our operations achieved zero fatalities and LTIs of employees and contractors.
The following table sets forth our performance indicators with respect to safety by geographic location as of December 31, 2024, in accordance with the GCCA’s guidelines and guidance:
| Mexico | United States |
EMEA | SCA&C | Total Cemex | ||||||||||||||||
| Total fatalities, employees, contractors and other third parties (#) |
2 | 1 | 0 | 0 | 3 | |||||||||||||||
| Fatalities employees (#) |
0 | 1 | 0 | 0 | 1 | |||||||||||||||
| Fatality rate employees(1) |
0 | 1.1 | 0 | 0 | 0.2 | |||||||||||||||
| Lost-Time injuries (LTI), employees (#) |
31 | 14 | 9 | 6 | 60 | |||||||||||||||
| Lost-Time injuries (LTI), contractors (#) |
10 | 3 | 11 | 4 | 28 | |||||||||||||||
| Lost-Time injury (LTI) frequency rate, employees per million hours worked(2)(3) |
0.6 | 0.7 | 0.4 | 0.5 | 0.6 | |||||||||||||||
| (1) | Incidents per 10,000 employees in a year. |
| (2) | Working hours are directly measured and/or obtained using recognized industry methods. |
| (3) | Total Cemex LTI rate is 0.5 when considering the full-year performance level, including the periods of responsibility for discontinued operations. |
At Cemex, training is a key part of our strategy to achieve our Zero4Life commitment. We continuously revise and seek to improve our training programs and strive for all our employees to possess the correct knowledge, skills, and experience to perform their jobs safely.
In 2024, we expanded our health and safety leadership development approach with a new process for operations leaders worldwide, making it accessible across all regions worldwide. From senior managers to frontline supervisors, leaders are encouraged to have one-on-one conversations with the person they report to, exchanging views and gaining feedback about their direct reports to identify safety performance strengths and opportunities prior to the year and then creating individual development plans that are measured throughout the year. The process starts with vice presidents, and cascades level by level, providing actionable development plans for operations leaders. In 2024, 1,050 operations leaders took part in this new process.
Strengthening health and safety leadership skills is an integral part of our talent management approach. Our Visible Felt Leadership (“VFL”) program was developed as a face-to-face training for leaders, helping them lead by example with frontline employees and contractors using a constant, consistent and positive approach.
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The course, now also available online, covers improved safety communication, leadership engagement, and proactive safety culture practices. In 2024, the online training became available in Cemex’s eight core languages and approximately 2.216 leaders were trained. Over the past decade, VFL has consistently delivered benefits like heightened safety awareness, improved incident reporting, and enhanced safety culture.
In 2024, we continued implementing our Cemex Wellbeing Model to serve as a common framework for all our operations worldwide. This Model is helping to create a unified approach and a solid base to improve our wellbeing offering. We have developed a gap analysis tool to assist our operation teams when they need to define action plans for implementing the model. The initiative will be supported by medical professionals from our Global Health Forum of experts. Activities are focused on the four pillars of our Wellbeing Model: emotional health, physical health, financial fitness, and workforce experience. All activities included in the Cemex Wellbeing Model are designed to reduce the prevalence of health risks and encourage employees to live a healthy lifestyle both inside and outside the workplace.
As part of our Contractor Health and Safety Verification Program, in 2024, we surpassed our goal of evaluating health and safety practices of at least 90% of our procurement contractors spend, reaching 99.98%. To achieve this goal, we engaged our operations in different countries and worked closely with our Health and Safety Functional Network made up of national health and safety specialists.
Customer Centricity
Cemex is dedicated to helping our customers succeed and our efforts are focused on what success means to them. We are passionate about finding new ways to inspire and satisfy them by innovating around their needs to surpass their expectations in every interaction. We aim to provide our customers with a superior omnichannel experience everywhere and every time, and are creating new opportunities to serve them better. In 2024, we focused on four key efforts:
(1) A Robust Voice of The Customer Program
We have been using Bain & Co.’s Net Promoter System to gather, manage, and act on customer feedback. The Net Promoter Score (“NPS”) is a key experience indicator used to measure our customers’ loyalty across all of our business units since 2018. In 2024, we achieved an outstanding annual global NPS result of 74, significantly above the Retently 2024 NPS benchmark of 37 for the construction and engineering industry and remaining above our 2030 NPS target of 70, which we updated from 60 to 70 in 2021.
This Net Promoter System allows us to transform our customers’ feedback into actionable improvements, leverage enhanced analytics to better understand them, and develop insights to design more targeted, data-based value propositions for them. In our ongoing efforts to address service challenges experienced by our customers, we established service committees over six years ago across our operations, gradually expanding their presence to all our regions by 2018. These committees facilitate two-way communications with customers. Following the evaluation of customer feedback, local multidisciplinary teams implement initiatives to enhance customer service and address specific requests. Additionally, select customers participate in research activities, providing valuable feedback to co-create innovations within Cemex. We remain committed to our customer-centricity practice, and we annually recognize excellence, and promote the best practices adopted across our business units to continue fostering our customer-centric culture.
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(2) Cemex: A Digital First Company
A superior customer experience is at the heart of our global Digital Forward initiative. From our operations, including production and supply chain, to our administration and support services, we have digitized our customer-facing processes.
(2)(a) Cemex Go
Cemex Go is our flagship digital solution that provides better services through digitalization and covers all customer transaction needs, helping us deliver a superior customer experience while making us a more efficient company. It integrates our online store/application, salesforce, and service centers to provide a consistent digital-first customer experience regardless of channel. Within Cemex Go, Ready-Mix Go allows customers to manage their ready-mix orders, including their online confirmation and real-time tracking via the web and mobile platforms.
As of December 31, 2024, about 90% of our customers across 15 countries, recurrently used the Cemex Go online store as their digital platform of choice to place orders. Our Cemex Go Acceleration program aims to achieve total digital adoption among customers. By improving functionality and systems integration and developing new tools in the Cemex Go online store, the program aims to provide our customers with the best digital experience, and in parallel provide full automation of our internal processes, practices and competences. Initially deployed in the Houston region as a pilot program, we extended the pilot to customers from multiple geographies and business lines in the United States, including the Phoenix area, and the United Kingdom throughout 2024. We achieved 75% of digital orders adoption from our pilot customers in the aforementioned localities, with high automation levels above 50% by the end of the year.
(2)(b) Cemex Go Link
Cemex Go Link allows customers to interact directly with our systems via digital platforms and Application Programming Interfaces (“APIs”). By allowing for communication between systems, Cemex Go Link helps customers from 10 countries reduce operating costs, optimize internal processes, and automate tasks such as creating orders, invoices, and reviewing invoices and delivery tickets.
(2)(c) Cemex Go CRM: The Digital Ally for Customer Relationship Service
Cemex Go Customer Relationship Management (“CRM”) is our commercial advisors’ main digital tool that helps them manage customer relationships more efficiently and systematically. Currently available in multiple geographies, we continue upgrading the tool and releasing new features to increase its global presence and help commercial teams save time planning and managing daily activities by personalizing customer follow-up activities. In 2024, CRM helped our commercial teams were able to better advise our customers on our service delivery through data-driven sales forecasting and cross-selling. In parallel, we are making significant strides in enhancing the digitalization and automation of our quoting process and price integration to improve customer and employee experiences. Our efforts are focused on tailoring the quoting experience to meet the diverse needs and purchasing behaviors of our customers, making the quoting experience timely, accurate, and transparent across all our purchasing platforms.
(2)(d) Construrama Online
Construrama.com is the e-commerce solution for Construrama, the largest building materials distribution network in Mexico. Today, more than 2.8 million online users can purchase more than 54,000 SKUs via website or app.
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Our Virtual Storefront (“VSF”) is our online store tailored to deliver a seamless ready-mix experience for contractors and self-builders through a simple and fast e-commerce platform. This tool guides customers in Mexico, Colombia, the U.K., and multiple markets across the United States to select the right concrete products, place orders, and pay online using cash or card. We received over 3,000 orders through our VSF in 2024, allowing us to increase our revenue and reduce our cost-to-serve while enhancing our customer experience and digital presence. We plan to continue expanding this footprint in key markets while securing higher profitability per order.
Cemex is also leveraging AI to enhance customer service across touchpoints, streamlining transactions for a seamless user experience. Our platforms capture customer interactions, which allows us to constantly provide service enhancements. An AI driven visibility app holds personalized conversations by identifying customers and providing customized responses and solutions. Intelligent routing boosts productivity, directing customers to proper support staff to resolve issues. Beyond service, AI drives our dynamic pricing engine, adjusting prices in real-time based on market conditions. Our AI platform delivers personalized, efficient, and data-driven solutions.
(2)(e) Smart Service Centers
Since 2021, we have been committed to providing our customers with a seamless and personalized omnichannel experience. Our Smart Service Centers are transforming to support and promote “Digital First” interactions, thereby enhancing cost efficiencies and fostering revenue growth, while improving our customers’ experience across geographies.
(3) An Empowered Sales Force throughout the design and construction processes
We support our customers from the design stage to the execution of their projects with expert advice and support services to significantly enhance their sustainable attributes, efficiency, and performance. As part of our Early Engagement initiative, we build significant relationships with a broad network of construction professionals, allowing us to position our technically advanced value propositions and sustainable solutions at a critical stage in the project design. This pre-sales advisory allows our commercial teams to guide customers in applying for green certifications such as the Leadership in Energy & Environmental Design (LEED) certification, the Building Research Establishment Environmental Assessment Methodology (BREEAM) certification, the Excellence in Design for Greater Efficiencies (EDGE) certification, and the German Sustainable Building Council (DGNB) certification.
As a result of our continuous learning programs, our sales force is prepared to become trusted advisors for our customers and offer on-site support to their projects. With specialized masterclasses focused on sustainable construction, we are simultaneously helping our customers achieve their sustainability goals while supporting our goal of achieving net zero CO2 by 2050. In 2024, we released two new masterclasses in all regions for our global sales force to increase their knowledge of sustainable construction trends, completing the rollout of the program. As of December 31, 2024, nearly 1,600 advisors and managers have participated in this continuous learning program since 2021.
As part of the Company’s broader digitalization efforts to enhance customer experiences and optimize commercial processes, our customers and sales force also benefit from digital assistant services. TAVO is a virtual assistant powered by generative AI designed to support our sales force with queries related to sales objectives. Through TAVO, our sales force can access relevant information to help our customers achieve their construction and sustainability goals including product catalog technical specifications or Vertua product characteristics and benefits. On the other hand, our AI chatbot Olivia helps provide faster responses to our customers’ most common questions. In 2024, we augmented Olivia’s capabilities with generative AI which we are piloting in Mexico.
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Sustainability
Our sustainability efforts begin with Cemex, S.A.B. de C.V.’s Board of Directors and are then facilitated across our entire organization. During 2024, the Sustainability, Climate Action, Social Impact, and Diversity Committee of Cemex, S.A.B. de C.V.’s Board of Directors was comprised of four members appointed by Cemex, S.A.B. de C.V.’s shareholders. This committee reports directly to Cemex, S.A.B. de C.V.’s Board of Directors and is mainly supported by our Vice President of Global Sustainability. The members of the committee as of the date of this annual report were elected at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meeting on March 25, 2025. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings.” To help embed sustainability into our entire business strategy, we have coordinators representing each geographical region where we operate. In parallel, our Global Sustainability Functional Network works to implement our core sustainability initiatives across all of our operating regions and business lines.
(1) Environmental Efforts
In 2020, we announced that we would proceed with our climate action strategy and continue advancing towards our vision of net zero emissions across the Company by 2050. At the time, we (i) defined a 2030 reduction target of 35% of net CO2 emissions per ton of cementitious product compared with our 1990 baseline, (ii) established our ambition to deliver net-zero CO2 concrete globally to all our customers by 2050 and (iii) developed a detailed CO2 roadmap for each of our manufacturing plants aligned with a 2°C scenario.
In 2020, we also announced our “Future in Action” climate action program focused on developing lower-carbon products, solutions and processes while increasing sustainability awareness and promoting a green economy. Under “Future in Action,” we have accelerated our efforts to decarbonize and set new ambitious goals of a 35% reduction of Scope 1 CO2 emissions in cement compared to our 1990 baseline, to achieve a 40% reduction of CO2 content in concrete compared to our 1990 baseline, increasing our alternative fuels usage to more than 50% of our total fuel mix, reducing our clinker factor to 71% and reaching 55% in clean electricity consumption, all by 2030.
In 2022, as a result of our better than anticipated decarbonization performance in 2021, we set new more ambitious CO2 emissions reduction targets for 2030, aligned with the 1.5° scenario of the Science-Based Targets initiative (“SBTi”): (i) achieve a 47% reduction of Scope 1 CO2 emissions in cement in comparison to our 1990 baseline, (ii) achieve a 41% reduction of CO2 content in concrete in comparison to our 1990 baseline, (iii) increase our use of alternative fuels to more than 55% of our total fuel mix, (iv) reduce our clinker factor to 68%, and (v) reach 24 kg CO2 per ton of cementitious product in Scope 2 CO2 emissions. In addition, we defined new targets for the main categories in our Scope 3 CO2 emissions which include a 25% reduction in kg CO2 per ton of purchased clinker and cement; 30% reduction in kg CO2 per ton of transported products; 40% reduction in kg CO2 per ton of purchased fuels; and 42% reduction in absolute CO2 tons of traded fuels, all these reductions in scope 3 emissions when compared to our 2020 baseline. Also, in 2022, we validated our 2050 net-zero CO2 target and new 2030 decarbonization goals under SBTi’s 1.5ºC scenario methodology, becoming one of the first companies in the industry to do so. As a result, our green financing framework (“GFF”) and SLFF were updated in 2023 to align with these goals. Most importantly, these goals should keep us on the right path to achieving our expected objective of net-zero emissions across the Company by 2050. As of the end of 2024, we reduced our direct CO2 emissions to 526 kg CO2 per ton of cementitious product, which represents a 33.9% reduction compared to our 1990 baseline and is in line with how our industry measures progress on reducing net CO2 emissions.
To achieve our 2030 goals, we have updated our detailed CO2 roadmap for each of our manufacturing plants to accelerate the rollout of proven technologies worldwide. Our roadmap is mainly based on the following CO2 reduction levers: (i) increasing the use of alternative fuels with high biomass content, rather than conventional fossil fuels, (ii) reducing clinker factor in our cement, (iii) increasing the use of decarbonated raw materials in clinker, (iv) optimizing thermal efficiency in our kilns, and (vi) decarbonizing our global vehicle fleet.
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In 2024, we reduced our clinker factor by 0.5% to 71.8%. Additionally, as of December 31, 2024, we reached an alternative fuel substitution rate of 36.7%.
The technology we must implement to achieve our 2050 ambition is still in the early stages of development, setting an open path for innovation that requires continuous work in our Research and Development Center, new investments by Cemex Ventures, the formation of strategic partnerships, and cross-industry collaboration. Nevertheless, we anticipate working towards our 2050 ambition, pushing further our 2030 CO2 reduction cement levers and developing new technologies such as carbon capture, utilization, and storage, as well as other innovative solutions, such as concentrated solar thermal power to drive clinker production and CO2 mineralization, among others.
Furthermore, to reinforce our commitment with climate action, we have signed the Business Ambition for 1.5°C commitment led by the We Mean Business Coalition in partnership with the SBTi and the U.N. Global Compact, joined the Race to Zero Campaign of the United Nations Framework Convention on Climate Change (the “UNFCCC”) launched to mobilize net-zero commitments from cities, businesses, and investors ahead of the 2021 United Nations Climate Change Conference (“COP26”), joined the Corporate Leaders Group Europe convened by the Cambridge Institute for Sustainability Leadership in support of a carbon neutral economy, and are founding members of both the First Movers Coalition launched at COP26 by the World Economic Forum and the U.S. State Department and of the U.N. Global Compact CFO Coalition for the Sustainable Development Goals, which provides a platform to interact with peers, investors, financial institutions, and the United Nations with the aim of attracting more capital towards sustainable development. We had a presence at the 2024 United Nations Climate Change Conference (“COP29”) in Baku, Azerbaijan. In that forum, we were represented in the panel discussion at the Industrial Transition Accelerator, a key initiative aimed at mobilizing significant investment to rapidly decarbonize heavy industries, such as cement, steel, and chemicals. At COP29, we also participated in the panel on “Enabling and Accelerating the Decarbonization of Hard-to-Abate Industries in Emerging Markets.” Additionally, we were an active participant at the 2024 United Nations Biodiversity Conference of the Parties in Colombia, the world’s largest biodiversity summit.
(1)(a) Pursuing Excellence in Sustainability Management
We believe the pursuit of excellent practices benefits sustainable growth. In addition to Cemex, S.A.B. de C.V. Board of Directors’ Sustainability, Climate Action, Social Impact, and Diversity Committee, our sustainability executives responsible for each of our operating regions share new trends, proposals and best practices to identify, inform, and tackle key environmental management and social concerns.
We are committed to contributing to climate change mitigation. For years, as part of our carbon emissions reduction strategy, we have focused on using low-emission alternatives to traditional fossil fuels, decreasing our clinker factor, promoting clean energy and increasing energy efficiency across our operations. To this end, we have sought to increase our use of low carbon alternative fuels, which represented 36.7% of our total fuel mix in 2024, and generated approximately $260 million in cost avoidance, including fossil fuels costs and CO2 emissions avoided in carbon regulated markets.
As a result of our efforts, in 2024, the reduction of our specific Scope 1 CO2 emissions per ton of cementitious products by 33.9% compared to our 1990 baseline and our use of clean electricity led to reductions equivalent to the annual CO2 emissions generated by 2.6 million passenger vehicles driven in a year. We actively seek to develop new technologies to reduce our carbon footprint. Most notably, as of December 31, 2024, we participated in more than 280 disruptive projects in the pipeline across our value chain to assess potential CO2 emissions reduction solutions as well as carbon capture, utilization and storage technologies. Furthermore, we explore alternatives to traditional clinker and cement chemistry that enable the production of less CO2 -intensive cements.
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To complement these technical measures, we participate in several forums and bilateral dialogues with key stakeholders. These activities are designed to disseminate knowledge about potential reduction measures in our sector and to promote a legislative framework that enables us to implement these measures. For example, we have a long history of contributing our best practices through our work with the Cement Sustainable Initiative (“CSI”). The work done in CSI was transferred as of January 1, 2019 to the GCCA.
We aim to use our expertise to responsibly source, process, store and recover energy from alternative fuels, and we believe that increasing co-processing residues from other sectors in our cement plants will further contribute to overcoming challenges such as climate change, waste management and fossil fuel depletion, while utilizing the principles of a circular economy.
Our key contribution to a circular economy is our transformation of waste streams from other sectors into valuable materials. In 2024, mainly through Regenera, our new global waste management business, we repurposed approximately 27 million tons of waste in our business, including alternative fuels and raw materials, alternative/ secondary aggregates, own recycled material in our main businesses and other waste managed by the company. By 2030, we aim to increase this to 41 million tons with a focus on municipal and industrial waste; construction, demolition, and excavation waste; and other waste and industry by products. Regarding our own waste, to reduce most of the waste generated from our processes, we maximize our reuse of clinker kiln dust in our production loop, largely avoiding landfill disposal.
(1)(b) Cemex Environmental Management System (“EMS”)
We use EMS to evaluate and facilitate consistent and complete implementation of risk-based environmental management tools across our operations. EMS consists of key mechanisms for environmental performance enhancement and impact assessment, stakeholder engagement and accident response based on input from a range of environmental and biodiversity specialists.
As of December 31, 2024, 93% of our operations had implemented EMS or equivalent programs. As we approach full implementation of our global EMS, our goal is for all of Cemex’s operational facilities to be 100% compliant with our internal environmental criteria.
The release of nitrogen oxides, sulfur compounds and particulate matter occurs during cement manufacturing. Other emissions, including dioxins, furans, volatile organic compounds and other heavy metals, are released in very small quantities. To control our stack emissions and assist us in remaining compliant with local and national regulations, we have steadily expanded emissions monitoring at our manufacturing operations even exceeding regulation requirements in many geographies.
Through our internal EMS, and more specifically through our Atmospheric Emissions Global Procedure, we monitor major emissions, which assists us with our compliance with local regulation limits. In 2020, we launched a new industry-benchmark online tool that allows operators and management teams to closely analyze major emissions, improve monitoring abilities from kilns with a Continuous Emissions Monitoring System installed, and strengthen emissions performance. To further improve upon these efforts, we have updated the minimum performance levels to fulfill annually for major emissions. In addition, we are working on establishing more stringent environmental standards for air emissions that are expected to be based on EU “Best Available Techniques.”
In 2024, we invested more than $215 million in sustainability related projects at our global operations, including projects to monitor and control our air emissions, increase our operations efficiency and mitigate our carbon footprint through alternative fuels and clinker substitution efforts.
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(1)(c) Our Environmental Incidents Management
We work to minimize our environmental impact, and we believe we are generally prepared to respond to emergencies that may pose a potential threat to our operations and local communities: (i) we work with our neighbors, law enforcement officials, public agencies, and other stakeholders to develop contingency plans at each of our sites; (ii) we created emergency response teams that are specifically trained to address environmental incidents and hold annual emergency drills; and (iii) we consistently record and report incidents at every level of our business to identify recurring root causes and to share corrective actions.
Our Global Environmental and Social Incident Reporting Process enables our sites to maintain a proactive approach to respond to emergencies that could potentially impact our communities or our operations. The application of this reporting procedure requires a timely registration of environmental and social impact events, identification and analysis of the root causes, and the implementation of corrective and preventive action plans acts as a first step toward avoiding their occurrence and reducing their severity. In 2024, our total reported incidents decreased by 19%, which is consistent with our permanent efforts for risks monitoring and transparency. There were no category 1 environmental events (major) registered during 2024.
(1)(d) Preserving Land, Water and Biodiversity
The preservation of land, biodiversity and water plays a key role in our long-term resource management strategy.
To protect water and enable our business to succeed, we are increasing our water efficiency and minimizing our water waste through the implementation of our Corporate Water Policy. This policy includes standardization of our water measurement based on the water protocol developed in coordination with the International Union for Conservation of Nature. We also have the goal of developing a specific Water Action Plan (“WAP”) comprised of a customized set of response actions to maximize water use efficiency and mitigate specific water risks for each community by adopting recommendations based on the Water Risk Filter tool from the World Wildlife Foundation, for each one of more than 1,500 of our cement, ready-mix concrete and aggregates sites in water-stressed zones. Results indicate that 16% of our operations are in high water-stressed zones. In line with our 2030 targets, we plan to develop a specific WAP and follow the implementation roadmap for each of these sites. As of December 31, 2024, we implemented a WAP in 40% of our extremely high and high water-stressed zones.
(1)(e) Improving Quality of Life and Well-being
As a company that aims to make a progressive positive impact through its innovative services and solutions, our ability to operate as a responsible business is fundamental to our business model. This enables us to understand stakeholders’ material issues, map social impacts, and identify risks and opportunities to create shared value for us and society.
Complementary to our sustainability initiatives, our high impact social strategy directly contributes to our vision of seeking to build a better future and aims to create value, understand our stakeholders’ expectations by managing our impacts and contribute to the quality of life and well-being of the cities and communities where we operate through four focus areas:
| • | People. We provide community members with access to education and workplace training, aiming to enable inclusive, long-term upward mobility. |
| • | Economy. We assist organizations and individuals in developing sustainable development and entrepreneurship skills to foster a sustainable economy and lay the groundwork for a just transition. |
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| • | Structures. We leverage our expertise and quality building materials, aiming to improve housing and essential infrastructure standards in the cities and communities where we operate. |
| • | Cities. We seek to contribute to resilient and equitable communities, emphasizing the development of green spaces, services, and infrastructure to harmonize the natural environments. |
Although our social projects focus on leveraging our core business expertise to create value and enhance well-being, we believe that we also contribute positively to addressing other global challenges. Thus, consistent with our commitment to the United Nations Sustainable Development Goals, we measure our progress and contributions towards specific goals.
(1)(f) Sustainable Finance
In 2021, we released our original SLFF, one of the most comprehensive in the building materials sector, enhancing alignment between corporate sustainability commitments and financing strategy. This framework outlines principles for issuing various sustainability-linked financing instruments, including bonds, private placements, loans, and derivatives. In 2022, we launched our GFF, which facilitates the issuance of bonds, loans, and other instruments for eligible green projects. Both frameworks were updated in 2023 to support our more ambitious decarbonization goals, validated by the SBTi for alignment under their 1.5°C scenario, the most ambitious pathway defined for the cement industry. This latest update of the GFF expands eligibility criteria to incorporate innovative projects such as CCUS technology, crucial for achieving net-zero CO2 emissions.
In 2023, we (i) updated both our SLFF and GFF to align them with our more ambitious 2030 decarbonization goals, (ii) closed the refinancing of our sustainability-linked Amended 2021 Credit Agreement, which now consists of a $1 billion term loan and $2 billion committed revolving credit facility, (iii) issued Ps 6,000 million in sustainability-linked CEBURES (iv) closed the refinancing of our sustainability-linked Mexican Peso Banorte Agreement for Ps 6,000 million, (v) linked our accounts receivable securitization programs to our SLFF and (vi) issued $1.0 billion of our 9.125% Subordinated Notes, the net proceeds of which should be used to finance or refinance eligible green projects as per our GFF. During the year ended December 31, 2024, we added Ps 5,500 million with the reopening of the CEBURES, totaling Ps 11,500 million of sustainability-linked CEBURES; we closed the refinancing of our sustainability-linked 2022 EUR Credit Agreement, which now consists of a €450 million term loan and €300 million committed revolving credit facility; and we had all of our securitization programs linked to our most updated SLFF.
(2) Stakeholder Efforts
As a company that aims to make a progressive positive impact through its innovative services and solutions, our ability to operate as a responsible business is fundamental to our business model. This enables us to understand stakeholders’ material issues, map social impacts, and identify risks and opportunities to create shared value for us and society.
Our social strategy aims to create value, understand our stakeholders’ expectations by managing our impacts and contribute to the quality of life and well-being of the cities and communities.
(2)(a) Our Workforce
Our employees are our competitive advantage and the reason for our success. We aim to offer programs, benefits and a work environment that are designed to attract and retain talented employees.
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Our talent management cycle has a set of three interconnected processes: performance management, talent review, and succession management. Working in concert, these processes maximize our organization’s performance potential. They also help us make informed decisions on staffing choices, participation in leadership development programs, and potential challenges or gaps in our global talent needs.
To develop a talented workforce that embraces Cemex’s values, we offer training and development opportunities mainly through Cemex University and our Leadership Development Programs. Through ongoing training and development opportunities, our employees are taught new skills and their expertise is deepened in several critical areas, including H&S, sustainability, customer centricity, EBITDA growth and innovation, among others.
Introduced in 2017, Cemex University aims to develop a digital continuous learning ecosystem for our employees and respond to our multi-region, multi-business and multi-functional learning needs. Cemex University leverages traditional in-person training with new digital learning platforms to embed a growth mindset throughout our organization and fulfill our employees’ potential. Today, Cemex University’s learning portfolio is comprised of eight Academies and a suite of leadership development programs, reaching 24,893 employees across our platforms in 2024, with one more Academy in development to be released in 2025, as outlined below:
| • Health & Safety Academy
• Commercial Academy
• Supply Chain Academy
• Culture & Values Academy
• Procurement Academy |
• Digital Academy
• Operations Academy
• Sustainability Academy
• HR Academy (to be released in 2025)
• Leadership Development Programs |
Through these Academies, Cemex University develops business capabilities among our people to support Cemex’s strategy. An example of this is our Award-Winning program LEAP, part of our Commercial Academy which in 2021 to 2022 released 13 modules in eight languages, to help Sales Advisors better understand successful commercial interactions and our new commercial model, and in 2023 to 2024 this program released five Masterclasses focusing on Sustainable Construction, Green Certifications and our Vertua Portfolio of Products. During 2024, Cemex University also introduced its new Procurement Academy. We continued to develop continuous learning pathways on topics such as data privacy, cybersecurity, global sanctions, and anticorruption, and added two new learning programs for our Digital Academy: Digital Forward Essentials and Digital Movers, in collaboration with the Massachusetts Institute of Technology and Imperial College London. During 2024, Cemex University also released a course for Customers on Sustainable Construction and a course for Suppliers on Sustainable Development.
Our four Leadership Development Programs—Connect, Ascend, Ignite, and Envision—provide new managers, newly appointed directors, and top-tier executives with the foundational knowledge and necessary tools to support a successful transition and development in their roles. These programs are designed based on Cemex’ Leadership Model, which incorporates a set of attributes across four key capabilities: Energizing, Empowering, Mobilizing, and Growing. In 2024, 205 leaders across all of our regions and business units joined these programs either as participants or as faculty, guiding participants through their leadership journey.
Our understanding of employee experience has made significant strides, driven by two key metrics: the Employee Net Promoter Score (“eNPS”) and the Employee Engagement Index (“EEI”). These indicators measure satisfaction and engagement, enabling us to assess and continuously enhance the experience for our employees.
In 2024, 85% of our global workforce participated in our engagement survey. When asked if they would recommend Cemex as a great place to work, employees gave us an eNPS score of 54 points, matching the global benchmark set by our survey provider and surpassing our 2030 goal of 43 points.
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Additionally, our EEI score reached 88% globally, reflecting a strong employee commitment to their work and our organization.
To deepen our understanding, the Workforce Experience Survey identifies organizational, digital, physical, and interpersonal areas for improvement based on employee feedback. This is designed to help us create a consistently positive work environment for our global teams. We utilized advanced digital tools, including machine learning, to deliver survey results efficiently to leaders, empowering them with actionable insights. This approach also supported our “We’X Committees,” a dedicated group of employees who design and implement targeted action plans to address survey findings and foster a thriving workplace.
Cemex strives to respect internationally recognized human rights of employees by fostering a safe, inclusive, and equitable workplace, including but not limited to the right to safe and healthy working conditions; the right to fair wages, working hours, and employment practices; the right to nondiscrimination; and the right to data privacy.
Our Human Rights Policy, which was updated early in 2024, reflects our support and respect for the protection of internationally proclaimed human rights principles, as expressed in the International Bill of Human Rights and the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work. In addition, it recognizes employees, communities, contractors, and suppliers as main areas of impact and reaffirms our commitment to the promotion of and respect for human rights throughout our worldwide operations, local communities, and supply chain. This includes providing a workplace that is free from harassment and discrimination on the basis of race, gender, national origin, sexual orientation, disability and membership in any political, religious or union organization. As reaffirmed in our Global Recruitment Policy launched in 2020, we offer equal opportunities for training, personal development, individual recognition and promotion on the basis of merit.
Employees who believe that there may have been a violation of the principles laid down in our Human Rights Policy can report it through various channels, including local Human Resources departments, Ethics Committees and our secured ETHOS line internet website. Community members, contractors and suppliers are also encouraged to submit any potential violation of our Human Right Policy or other guidelines stated in our Code of Ethics and Business Conduct through the ETHOSline. All allegations are treated confidentially to the extent possible and will be properly and promptly addressed. We strictly prohibit retaliation against anyone for reporting misconduct or unethical activity in good faith.
Apart from competitive compensation, more than 95% of our global workforce receives health and life insurance benefits beyond those required by local law in their respective countries. Approximately 88% of our global workforce receives retirement provision benefits above local requirements and more than 83% of our operations receive additional funds for disability and invalidity coverage beyond what is required by local laws in their respective countries.
(2)(b) Customers and Suppliers
We strive to build strong and responsible relationships with our customers and suppliers based on trust, respect, and mutual value.
We place our customers at the center of our operations, aligning our solutions with their evolving needs and priorities, which is why we have made Customer Centricity one of our strategic priorities. For information on Customer Centricity, see “Item 4—Information on the Company—Business Overview—Our Vision—Customer Centricity.”
We strive to develop trusting relationships with our suppliers by providing clear and precise requirements, fostering innovation and sustainable practices, promoting fair relationships, and practicing open and clear communication.
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To comply with our registration process, suppliers must acknowledge our fundamental policies that guide how they do business with us: (i) Code of Conduct When Doing Business With Us, (ii) Code of Ethics and Business Conduct, which includes our Human Rights Policy, (iii) Global Anti-Corruption Policy, and (iv) Global Anti-Money Laundering Policy.
We contract local small- and medium-sized enterprises and believe they fortify our supply chain and promote a just transition to a carbon-neutral economy. Building on our 2023 results from the UNGC Sustainable Supplier Impact Program, in 2024 we created our Sustainable Development Program for Suppliers covering key environmental, social, governance, and sustainable finance topics. As of December 31, 2024, more than 300 SMEs from our Mexico and SCA&C regions had participated in the pilot. We plan to integrate this program into our supplier portal and provide ongoing training to help more SMEs develop sustainability strategies in their businesses.
To advance towards our 2030 target of conducting a sustainability assessment on 90% of our critical suppliers, in partnership with a third-party firm, we engage our critical suppliers in a sustainability assessment aligned with ISO 26000 guidelines covering social, environmental, health and safety, business ethics, stakeholder relationships, and financial performance standards. Using our self-assessment tool, we invite interested parties to learn how they can adopt more robust sustainability practices.
(2)(c) Communities
We engage with local communities to understand the impacts, risks, and opportunities of our activities on the environment and society and aim to co-create initiatives that are inclusive and forward-thinking.
Our Community Engagement Process is structured to identify and manage risks and impacts from our operations in our priority sites, considering their size, investment road map, and proximity to urban areas. Developed in alignment with ISO 26000 standard, our dedicated Community Engagement Committees, composed of cross-functional teams, supervise and implement this process. The process generally involves (i) identifying, classifying, evaluating and prioritizing our stakeholders considering their different expectations or needs and proximity to our operations; (ii) assessing industry issues such as pollution, traffic, and biodiversity loss to identify risks and opportunities and understand their financial, social, and environmental implications; (iii) defining mitigation measures to manage the potential impacts of previously identified risks and opportunities; (iv) creating Community Engagements Programs (“CEPs”) at a plant level alongside key stakeholders and local communities to prioritize and address topics and previously identified risks and opportunities; (v) periodically measuring our progress toward achieving our sustainability targets and assessing our impact through CEPs; and (vi) communicating our progress and findings, including our alignment to UN SDGs and other international standards to top management and external audiences through different means.
Leveraging our business strengths, we design targeted community programs and investment that we believe are capable of driving change and delivering transformative outcomes. Our social responsibility programs connect us with communities through dialogue and co-creation. These programs also help our neighboring communities understand our business and how it generates value for society.
Since 1998, Patrimonio Hoy has been our flagship social program, providing access to microfinancing, technical advice, maintenance solutions, and high-quality building materials to low-income families in Mexico. The program offers different payment schemes that adapt to the financial and construction needs of benefited families, enabling them to improve their homes and livelihoods. This year, we launched APP Patrimonio Hoy, an application and chatbot that gives Patrimonio Hoy partners visibility to all their project’s information digitally, thereby streamlining and personalizing their experience. More than 50% of Patrimonio Hoy partners have downloaded the application. As of December 31, 2024, through Patrimonio Hoy we have benefited more that 3.2 million people and built more than 5.3 million square meters, with 77% of beneficiaries being women.
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(3) Governance Efforts
We work on maintaining high ethical standards and following best practices in our corporate governance model, which is designed to go beyond basic compliance with laws and regulations. Our aim is to achieve a superior performance that fosters strong, sustained economic growth while seeking to uphold a high level of integrity.
Within our governance system, our Board of Directors is primarily responsible for approving our corporate strategy and supervising the Company’s overall operations. In doing so, our Board of Directors takes into account laws and regulations, best practices and guidelines, stakeholder interests, society’s values and ideals, global and local trends, risks and opportunities, and circumstances that the Company must address. Additionally, our Board of Directors guides the Company through the development, implementation, and oversight of compliance with company mandates, guidelines, policies, controls, and procedures. For more information on our Board of Directors, see “Item 6—Directors, Senior management, and Employees.”
In performing its functions, our Board of Directors is aided by three Committees with specialized areas of expertise. These Committees provide counseling and advice and may handle specific tasks on our Board of Directors’ agenda. The members of our Audit Committee, Corporate Practices and Finance Committee, and Sustainability, Climate Action, Social Impact, and Diversity Committee are appointed by our shareholders. For more information on the Committees of our Board of Directors, see “see “Item 6—Directors, Senior management, and Employees.”
Our Chief Executive Officer and members of our senior management execute our strategy and oversee the day-to-day operations of our Company and constantly interact with our Board of Directors and certain stakeholders. For more information on our senior management, see “see “Item 6—Directors, Senior management, and Employees.”
At Cemex, we are committed to conducting our business in compliance with applicable laws, regulations, and corporate policies, controls and procedures, while upholding the highest ethical standards. These principles are embedded in our Code of Ethics and Business Conduct, which employees are required to ratify periodically. For more information on our Code of Ethics and Business Conduct, see “see “Item 16B—Code of Ethics.”
Our governance best practices include global compliance, audit, and training programs, as well as initiatives on ethical business dealings and conflicts of interest, among other related matters. Cemex’s Global Compliance Program incorporates risk analysis, due diligence and third-party risk management, trainings, legal audits and investigations, and global communication campaigns. The main matters covered by our Global Compliance Program include: (i) verification that third parties we do business with are reputable and are aligned with our values, (ii) review of conflicts of interest, (iii) review of related party transactions seeking to comply with applicable regulations and market practices, (iv) anti-corruption and anti-money laundering prevention, and (v) compliance with trade control, economic sanctions, and anti-boycott laws.
ETHOSline is our main intake channel and trusted reporting system for ethics and compliance concerns. Employees, stakeholders, or third parties can raise issues via our online portal, email, phone line, or other reporting channels, including local and global committees. We strongly encourage reporting and maintain a strict no-retaliation policy for those who report in good faith. ETHOSline is our institutional reporting mechanism, accessible through our website, mobile devices, or our intranet, that is open and free for anyone to use. This secure, confidential, and independent platform is available 24 hours a day, seven days a week, to both employees and the general public, including our third parties, to report any allegations of misconduct anonymously or confidentially. To secure confidentiality, ETHOSline runs on a platform provided by NAVEX Global, a third-party expert on ethics and compliance reporting. Certain reports go directly to the Company’s internal audit area, which directly reports to Cemex’s Board of Directors’ Audit Committee, comprised exclusively of independent board members.
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To achieve impartial, credible, fair, and consistent results, our ETHOS governing bodies must abide by our ETHOS manuals which provide directives and guidelines on how to properly manage reports, complaints, and inquiries received through ETHOSline, with the purpose of guaranteeing an effective end-to-end process. In 2024, 171 executives, who are members of our ETHOS governing bodies, received training on global ethical trends and investigation procedures. During the year ended December 31, 2024, a total of 1,189 cases were reported through our official channels, of which approximately 86% were received through ETHOSline, approximately 8% were received through local committees, and less than 2% were received through our Global Ethics and Compliance Committee. Out of those cases, 997 were closed by the end of 2024, of which 35% were substantiated. As a result of the investigations, 72 employees were dismissed, 22 employees received remedial training, 169 employees were subject to disciplinary action, 11 vendors were prohibited from working with Cemex and 7 vendors were subjected to remedial measures. Additionally, 23 internal processes and policies were reviewed and updated. We also resolved 96 inquiries through our official channels.
Cemex also has a Global Workplace Diversity, Equity & Inclusion Policy designed to foster a culture of respect, openness and belonging, aligned with our “One Cemex” value. This policy was approved by the Cemex Organization & Human Resources Department and ratified by the Board of Directors. The implementation and supervision of this policy is the responsibility of the Cemex Organization & Human Resources Department, supported by other departments such as the Social Impact Department.
For information on other governance matters relating to our Company, see “Item 6—Directors, Senior management, and Employees,” “Item 16B—Code of Ethics,” “Item 16G—Corporate Governance,” “Item 16I—Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” and “Item 16K—Cybersecurity.”
INNOVATION
Innovation is key to remaining at the forefront of our industry and advance in achieving our strategic goals as a forward-looking company. More importantly, it is one of the key levers in building a sustainable and profitable business in the new green economy.
Cemex’s innovation activities occur on two fronts: “Open Innovation” and R&D. Open Innovation initiatives, led by Cemex Ventures, aim to monitor and identify the next generation of products and services, invest in high potential opportunities/technological breakthroughs, seek strategic collaborations, accelerate technological developments with high potential and create an ecosystem of collaboration with partners. Internal innovation is driven by our Global R&D team, located in Switzerland and Mexico. The team is dedicated to pioneering novel and alternative solutions to tackle climate change and address the demands of sustainable construction. By collaborating closely with Cemex Ventures, our experts leverage their extensive R&D knowledge and expertise to deliver substantial value to the Open Innovation process. A key element of Cemex’s R&D is the engagement and close collaboration with key partners and stakeholders, whether that is start-ups, universities, companies or external and internal customers.
Our Global R&D team’s technological agenda is focused on addressing climate change to support Cemex’s “Future in Action” climate action program. As a result of these efforts, in 2021 we developed a range of low embodied CO2 cement and ready-mix products under the global brand Vertua, including Vertua Lower Carbon, a range of products in our portfolio that have a lower embodied CO2 compared to a corresponding reference. For cement, the reference is 822 net kg CO2/ton of gray cement, which is the GCCA default value for gray clinker emissions, based on the world weighted average for clinker net direct emissions. For ready-mix concrete, the reference is a concrete composed of 100% Gray Ordinary Portland Cement fulfilling the average strength of the most standard structural concrete, which is 350 kg CO2 /m3.
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On the sustainable products and solutions front, sales of Vertua Lower Carbon products have reached 63% for cement and 55% for ready-mix concrete in 2024. The scope of Vertua has been extended beyond Lower Carbon since 2023, and currently includes the following attributes in its value proposition: energy efficiency, design optimization, water conservation, and recycled materials. Additionally, Vertua products manufactured in Cemex facilities where 90% or more of the water used in production is recycled include a specific label that identifies them as such. Consequently, Cemex is well positioned to offer a portfolio of products and solutions addressing as well as promoting sustainable construction practices.
Our focus goes beyond products. We establish meaningful targets aimed at de-carbonizing our operations and driving our CO2 footprint of concrete to net zero. Some innovations in our pipeline include novel approaches to reduce clinker factor, value creation from CO2, CO2 utilization in mineralization (carbonation) of materials (e.g., recycle concrete), technologies to repurpose waste materials to enable their reuse and recycling, and the exploration of renewable energy sources to replace fossil fuels. In 2022, one of our projects provided an example of value creation from CO2 by demonstrating that it is possible to use CO2 directly as is from the flue gases to produce carbon nano materials, which in turn have several high-value uses in the automotive, electronic, and medical fields, among others. During 2024, one of our cement plants in Spain, that is currently in the final stages of construction, was selected for a pilot, which will give us the opportunity to validate the concepts and results developed and achieved at the Company’s laboratory by our R&D team. As we previously announced, Cemex is working on using Concentrated Solar Thermal energy to entirely drive the clinker production process with renewable energy. In 2022, we produced the first-ever solar clinker. Furthermore, we are developing processes that can micronize materials that are potential clinker substitutes and we are finding that due to increased reactivity of these materials, we can expect to further decrease the clinker factor in our cement products. CCUS is another central focus of our research. We expect that approximately 30% of our total CO2 emissions may one day be reduced through CCUS. CCUS is an important part to achieve our net zero concrete strategy by 2050. We are diligently working to assess different technologies and pilot the most promising ones, taking a targeted approach. Cemex is also competing for public funds in Europe and the United States. At least 50% of such publicly funded projects are related to CCUS. Other publicly funded projects include electrification, renewable energy, waste heat recovery, circularity, and sustainable products. Additionally, through Global R&D, Cemex is actively participating in the GCCA’s innovation network Innovandi to develop pre-competitive knowledge on these very same key technologies for our industry. Collaboration among companies from different sectors of the industry is fundamental to address the challenge of climate change in unison. We actively participate in every GCCA Innovandi Open Innovation Challenge, now in its third consecutive year. Each annual challenge focuses on critical topics, such as new materials and ingredients for low-carbon concrete or CCUS (carbon capture, utilization, and storage) solutions. These initiatives foster the creation of consortia between start-ups and GCCA member companies—formalized working partnerships supported by the GCCA to drive the advancement and adoption of groundbreaking technologies. Innovation at Cemex is taking place on different fronts, processes, and initiatives that harness the most advanced knowledge and experience to support Cemex in achieving its strategic goals.
During 2024, we have been active in the integration of building information modeling technology into our interaction with customers, which provides our customers with tools that allow them to visualize the impact of our products on their projects as well as the potential time, energy, and CO2 savings from incorporating our technologies and construction solutions. We have implemented our unique BIM value proposition in Colombia, Mexico, the United Kingdom, France, Germany, and Poland, and continue to expand into new markets. By providing superior and sustainable products, solutions and services, we aim to grow from being a product-selling company to a comprehensive solutions provider.
To the best of our knowledge, as the only global building materials company that develops and manufactures its own chemical admixtures for cement, ready-mix concrete, and aggregates, we can design and develop novel, tailor-made product technologies with our proprietary chemicals.
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An increasing number of admixtures are being developed to enhance the performance and sustainable characteristics of our core products and solutions, such as increasing our cement strength and helping concrete to harden more rapidly, improve its flow, develop its self-curing properties and water repellency, and enable the recycling of returned concrete into aggregates. But beyond specific products or solutions, our value proposition is designed around a “Palette of Technologies” from which we can draw up new solutions based on each project’s specific and unique requirements. We expect our Urbanization Solutions core business to be well positioned to develop and grow in the performance materials market and be competitive due to the growing range of admixture products. An important development from Cemex’s admixtures R&D efforts has been the development of the D.fab admixture family for the 3D printing of ready-mix concrete-a true first. With Cemex’s D.fab technology it is possible to adopt locally sourced materials, instead of bagged and very specific as well as highly expensive mortar products, to produce actual concrete for 3D printing construction at one-sixth the price of mortars. Cemex and its 3D printing partner, COBOD—a manufacturer of multifunctional construction robots based on 3D printing technology—have expanded the range of applications of 3D printing, including to water tanks and off-site precast elements, beyond limiting it only to buildings. In 2024, we advanced our digital fabrication solutions by enhancing our D.fab technology with an innovative technique (D.fab Morphing) that integrates Cemex’s Insularis technology and robotics. This breakthrough enables the production of precast elements designed to minimize thermal bridges in buildings. The solution is versatile, applicable to both new constructions and existing structures, offering significant potential to address the growing demand for retrofitting the existing building stock.
Technologies developed by our Global R&D team are protected by 47 international patent families and over 60 trade secrets covering new types of cement, cementitious materials, concrete mix designs, admixtures formulations, construction systems and advanced manufacturing processes. In 2024, 4 important new patent applications were filed in relation to “Future in Action,” namely on 3D printing, carbonation of clinker (CO2 uptake) with no impact on strength development of the corresponding cements, and electro-precipitation of sand from CO2 saturated seawater.
In addition, we have more than 40 core strategic software solutions, developed to enable new specific capabilities in Cemex’s Digital Commercial Model and supply chain, which are protected by copyrights that primarily cover online stores and order-to-fulfillment in our cement, ready-mix, and aggregates businesses. This software includes proprietary developments in machine learning and vectorized algorithms to reduce response time, reduce costs, and honor commitments made with customers, providing Cemex with cutting edge competitive advantages.
Fostering Innovation and Enabling New Business Opportunities. Since its launch in 2017, our open innovation and corporate venture capital unit, Cemex Ventures, continues to engage with startups, entrepreneurs, universities, and other stakeholders to shape the construction ecosystem of tomorrow by tackling our industry’s toughest challenges.
Leveraging our knowledge of the industry and Cemex’s leading edge technologies and platforms, Cemex Ventures develops collaboration opportunities and targets innovating partnerships and investments in the following four target areas connected to the execution of our strategic priorities, which we further subdivide as set forth below:
| • | Green Construction – CO2 capture, utilization and storage; sustainable materials; circular economy; waste management and recycling; water conservation and new energy sources and solutions. |
| • | Construction Supply Chain – Materials, resourced procurement, and marketplaces; logistic tools and materials tracking; fleet management and dispatching; last mile and delivery marketplaces; inventory management and on- site handling. |
| • | Enhanced Productivity – Project design, specification, and budgeting; planning and scheduling; project monitoring and control; document management; H&S compliance; project quality; and asset management and maintenance. |
| • | Future of Construction – Advanced building materials; 3D printing; industrialized construction (offsite, modular, and precast); robotics and machine assisted applications; and smart cities and buildings. |
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Jointly with the Cemex Global R&D and other functions, Cemex Ventures also promotes the expansion of our open innovation ecosystem in search of opportunities in new construction trends and technologies, including construction materials, decarbonization and processes evolution.
Cemex Ventures’ main role is to look for strategic partnerships and investment opportunities that go beyond our core businesses, to create new businesses for Cemex and prepare Cemex for future disruptions. It also aims to identify and assess emerging technologies to bring Cemex new ideas and perceptions of the construction ecosystem. To this end, Cemex Ventures allocates resources to search, incubate, accelerate and deploy innovative construction-related opportunities and solutions.
As of December 2024, Cemex Ventures has invested in 25 startups headquartered in 12 countries and focused on developing the aforementioned target areas within the construction industry. During 2024, Cemex Ventures invested in two new startups and four follow-on investments in its portfolio companies. Additionally, Cemex Ventures held its 2024 Construction Startup Competition with other top industry partners, seeking entrepreneurs and startups to drive innovation in the construction industry. More than 500 startups participated, closing the event with 8 winners.
Cemex Ventures has also built several businesses from scratch, both alone and in collaboration with partners. One notable example is Arkik, a business model dedicated to promoting digital transformation within the concrete industry. Arkik offers advanced automation solutions and specialized consulting services designed to optimize concrete plant processes. As of 2024, we operated in over 100 third-party ready-mix plants in Mexico and are planning to expand overseas in the future.
A significant contribution of Cemex Ventures has been the establishment of strategic collaborations with external partners to contribute to Cemex’s strategic goals in Cemex’s decarbonization of our operations, digitalization and sustainable construction, strategy, and business, respectively. We have closed several agreements in collaboration with the relevant Cemex areas. Some examples are:
| (1) | Building a pilot calibration plant to study a biomass solution for carbon capture using an algae reproduction and CO2 capture system. The project will provide technological benefits by introducing biomass as a fuel for cement kilns, showcasing a carbon circularity model, as well as provide subsequent use of biomass in potential high-value products, such as fertilizers, livestock feed, biofuels, and other chemical products. |
| (2) | Testing a patented innovative cryogenic capture technology to mitigate emissions from cement operations. The technology allows for physical separation of CO2 from flue gases via Cryogenic as opposed to chemical separation through amines. This technology can be used to produce high purity CO2, which is critical to achieving strict storage specifications. The innovative technology will be piloted at Cemex’s Rudniki plant in Poland, with construction of the plant to begin in 2026. |
| (3) | Using AI powered software to optimize industrial processes in real-time, improving energy efficiency and environmental performance of our assets like kilns and mills. |
| (4) | Collaborating to explore how our materials and product can be used in a platform to perform lifecycle assessments of projects, helping developers and architects understand the impact on sustainability and CO2 footprint. |
In addition, the Cemex Ventures’ Leaplab acceleration program was launched in 2022. The Leaplab consists of a 16- week collaboration scheme with high-potential startups aiming to catalyze their growth and enhance Cemex’s open innovation approach by timely accessing promising solutions that could generate strategic value and business opportunities for our company. The Leaplab Program targets innovative solutions around sustainable construction, clean technologies, advanced manufacturing, and efficient supply chain, and connects a key group of Cemex subject matter experts to Cemex Ventures open innovation platform and the wider entrepreneurial ecosystem. With the third
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edition to be launched in the first half of 2025, the first two editions of Leaplab successfully facilitated collaboration between our global operations and 10 startups from eight different countries of origin. These solutions were tested through real-scale pilots leveraging Cemex installations and assets in 15 different countries.
In 2019, Cemex Ventures launched the “Smart Innovation” platform, aiming to coordinate and empower Cemex’s innovation model. Smart Innovation is also a vehicle to foster innovation at all levels of the organization, seeking to challenge the status quo, promote a culture of innovation within Cemex and facilitate the execution of ideas.
Through this effort, Cemex has strengthened the portfolio management process within the organization, working for initiatives to be correctly managed, and for resources to be assigned to experiment and scale up innovative solutions.
As of the date of this annual report, the Smart Innovation platform has more than 280 projects in the experimentation phase which we expect to have a direct impact on Cemex and the construction industry.
Operating EBITDA Growth
Cemex is constantly working to elevate its operational and strategic performance to deliver strong and continuous Operating EBITDA growth. We believe that by managing our core operations as one vertically integrated business, we capture a significant portion of the construction value chain and create value for our customers by offering comprehensive building products and solutions, which should in turn allow us to return value to our shareholders.
(1) Portfolio Rebalancing
We look to operate in markets where we can add value for our employees, our customers and our shareholders. As part of our strategy, we have undertaken, and are undertaking, actions designed to streamline and reposition our portfolio with the goal of achieving a higher profitable growth. As such, we are working on rebalancing our portfolio by focusing on the markets that we believe offer growth potential and retaining those assets that we believe are most likely to grow, thereby offering us increased profitability. We believe that a geographically diverse portfolio of assets, in markets, regions or cities that we believe offer long-term profitability, provides us with the opportunity for significant value creation through profitable organic growth over the medium-to-long-term. Consequently, we intend to be selective and strategic about where we remain and where we operate. We believe our business portfolio should be particularly focused on high growth metropolitan areas, primarily in the U.S., Europe and Mexico, that combine strong fundamentals, ranging from economic growth potential to strong construction investment, population growth, degree of urban development and political stability, all under the basis of sustainable urbanization. By identifying the needs of these markets and metropolises, we expect to be in a better position to offer a more complete value proposition of products and solutions to our clients and citizens of these markets and metropolises.
As part of our portfolio rebalancing, during the year ended December 31, 2024 we announced the divestment of, or the entry into definitive agreements for the divestment of, our operations in the Philippines, the Dominican Republic and Guatemala, as well as our remaining minority stake in Neoris. Following these divestments, as of the date of this annual report, we estimate that we should be able to generate more than 90% of our Operating EBITDA in our United States, Europe and Mexico operations, which are the markets where we now expect to concentrate our portfolio.
(2) Growth Investments
As we rebalance our portfolio, we have been making organic, bolt-on investments, on a stand-alone basis or with other partners, using a metropolis-centric approach leveraging our related businesses and digital strategy. As of the date of this annual report, we have been able to achieve attractive internal rates of return and we expect that, in the period from 2020 to 2028, we will have made more than $3 billion of these investments.
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(3) Urbanization Solutions
In particular, as outlined, we believe that the United States, Europe and Mexico are well- suited for vertically integrated positions near growing metropolises; and, in addition to our traditional cement, aggregate and ready-mix concrete core businesses, these metropolises exhibit a need for a value proposition we’re well-positioned to deliver through our Urbanization Solutions businesses, which has led us to consider it as a key component of our Operating EBITDA Growth strategic priority.
Urbanization Solutions is one of our four core businesses. It is a business that complements our value offering of products and solutions, looking to connect with the broader city ecosystem. It seeks to address urbanization challenges and provide means to all stakeholders in the construction value chain to enable sustainable urbanization by focusing on four key market segments: (i) performance materials, (ii) industrialized construction, (iii) circularity, and (iv) related services. For further information on our Urbanization Solutions business, see “Item 4—Information on the Company—Business Overview—Our Business.”
As of the date of this annual report, some of our bolt-on investments have been focused on the Urbanization Solutions business, and we expect this business to remain an important component of our growth investments strategy.
(4) Our Investment Grade Rating
Our financial strategy is designed to maintain our investment grade credit rating throughout the economic cycles by (i) continuing to reduce our leverage ratio by using available free cash flow and proceeds from divestments, achieving the most efficient capital structure, which we expect to translate into a lower cost of funding; (ii) maintaining ample liquidity, supported by our $2 billion and €300 million committed revolving credit facilities under the Amended 2021 Credit Agreement and the 2022 EUR Credit Agreement, respectively, and access to short-term credit lines; (iii) ensuring flexible access to the capital markets, providing opportunities to continue optimizing our funding sources; (iv) implementing a prudent risk management to enhance free cash flow stability by hedging our emerging markets currencies, energy and interest rates exposure; (v) delivering sustainable return of capital to shareholders, and (vi) aligning our financial strategy with our “Future in Action” roadmap by focusing on sustainability key performance indicators. We believe that our debt portfolio currency mix, mainly in Dollars and Euros, together with our financial derivatives strategy, allows us to balance exposures to currency fluctuations in our most important markets while allowing for optimization of our funding costs.
As a result of implementing our “Operation Resilience” strategy, in June 2021, we reached our investment grade capital structure target of reducing our consolidated leverage ratio (as defined in our then-effective 2017 Facilities Agreement (as defined below)) to below 3.0x. In 2024, we reduced our total debt plus other financial obligations by $806 million and obtained investment grade ratings. We are now focused on maintaining and improving these ratings, which is one of our top priorities. We believe our strategic priorities should allow us to make progress in reaching this goal, as we expect that we should be able to increase our free cash flow, which would enable us to further reduce our debt, invest in our business, and potentially return value to our shareholders. Maintaining our credit ratings depends on strong financial results and on other factors, including the outlook of the rating agencies on our sector and the market generally. Generally, rating agencies base their ratings on material information and their own investigations, studies, and assumptions, as they deem appropriate. There can be no assurance that a credit rating will remain in effect for any given period of time or that a rating will not be lowered, suspended, or withdrawn. Ratings are not a recommendation to buy, sell, or hold any security, and each agency’s rating should be evaluated independently of any other agency’s rating.
As of December 31, 2024, we had reduced our consolidated leverage ratio (as calculated under the Credit Agreements) to 1.81x. This achievement provides a runway to more aggressively pursue our growth strategy As a key lever to achieve our Operating EBITDA growth objective, we are constantly looking for ways to implement reductions in our cost structure.
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(5) Operational Improvements
Throughout the years, such global cost-reduction initiatives have encompassed different undertakings, including headcount reductions, capacity closures across the cement value chain and a general reduction in global operating expenses. During the past years, Cemex has launched company-wide programs aimed at enhancing competitiveness, providing a more agile and flexible organizational structure and supporting an increased focus on the Company’s markets and customers.
As part of our strategic priorities, we have implemented initiatives that seek to improve our operational performance and expense rationalization, increasing our use of alternative fuels in several of the countries in which we operate, serving our customers better and at lower costs, optimizing our production and logistics supply chain models and optimizing our procurement strategy. Also, in connection with the implementation of our cost-reduction initiatives, since 2017, we have implemented a low-cost sourcing initiative which is designed to maintain the continuity of our operations, while looking to provide attractive costs without materially affecting the quality of the products and services we acquire by using a strategic sourcing process empowered by our people’s knowledge and quality management. This initiative is intended to reduce our cost of operations, while maintaining quality and timely delivery by acquiring goods and equipment from Mexico, India, Turkey and certain countries in Asia and Eastern Europe, among others.
Also as part of these initiatives, at times we temporarily shut down (in some cases for a period of at least two months) some of our cement production lines in order to rationalize the use of our assets and reduce the accumulation of our inventories. In the past we have announced the permanent closure of some of our cement plants. Similar actions were taken in our ready-mix concrete and aggregates businesses. In the past, such rationalizations have included, among others, our operations in Mexico, the United States, including Puerto Rico, Spain, Croatia, and the United Kingdom. As of December 31, 2024, we had five cement and grinding plants temporarily shut down (two cement plants in the United States, one cement plant in the United Kingdom, and two cement plants in Spain).
We continue to look to reduce our overall production related costs for all our products and regional and corporate overhead through disciplined cost management policies and through improving efficiencies by removing redundancies. We have implemented several worldwide standard platforms as part of this process and have also started different initiatives, such as a system designed to improve our operating processes worldwide and other digital-based solutions to achieve this. In addition, we implemented, and have been using, centralized management information systems throughout our operations, including administrative, accounting, purchasing, customer management, budget preparation and control systems, which have helped us achieve cost efficiencies. We also have agreements with several service providers expected to improve some of our business processes. We have also transferred key processes, such as procurement and trading, from a centralized model to a regional model and are simplifying and delayering our business to accelerate decision-making and maximize efficiency.
One of our significant efforts on operational improvements is our Digital Forward initiative, a company-wide digital transformation program aimed at improving efficiency, reducing costs, and enhancing the customer experience. The program extends across all core business functions, including commercial, supply chain, production, and administration.
The Digital Forward framework is structured around four core areas: (i) digitalizing the commercial experience by expanding self-service capabilities and driving digital adoption through the Cemex Go Acceleration program, (ii) integrating the supply chain using AI and real-time data to improve visibility and responsiveness, (iii) transforming production processes through advanced technologies to increase efficiency and sustainability, and (iv) scaling administrative and support services by automating internal transactions and reporting.
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The program is supported by three primary enablers: (i) promoting innovation by engaging with startups and incorporating emerging technologies, (ii) advancing data and AI capabilities to generate actionable insights and improve decision-making, and (iii) developing workforce capabilities through continuous learning and cross-functional collaboration.
Furthermore, we intend to achieve energy cost-savings by actively managing our energy contracting and sourcing, and by increasing our use of alternative fuels. We believe that these cost-saving measures could better position us to quickly adapt to potential increases in demand and thereby benefit from the operating leverage we have built into our cost structure. In a number of our core markets, such as Mexico, we launched initiatives aimed at reducing the use of fossil fuels, consequently looking to reduce our overall energy costs.
We also aim to better serve our customers at lower cost and to optimize our production and logistics supply chain models. Significant economies of scale in key markets at times allow us to obtain competitive freight contracts for key components of our cost structure, such as fuel and coal, among others.
As of the date of this annual report, we had previously announced our latest cost-saving initiative in “Project Cutting Edge.” For more information on this initiative, see “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Project Cutting Edge.”
During different parts of the past years, we had reduced capital expenditures related to maintenance and expansion of our operations in response to weak demand for our products in some of the markets in which we do business. Such reductions were implemented with the intention of maximizing our free cash flow generation available for debt service and debt reduction, consistent with our ongoing efforts to strengthen our capital structure, improve our conversion of Operating EBITDA to free cash flow and regain our financial flexibility. In the past, we had restrictions under our debt agreements and instruments regarding making capital expenditures. No restrictions apply pursuant to the Credit Agreements as long as we are in compliance with our financial covenants. We expect this additional flexibility to allow us to execute our portfolio rebalancing efforts and bolt-on growth investments. During the years ended December 31, 2023 and 2024, our capital expenditures related to maintenance and expansion of our operations were $1,417 million and $1,380 million, respectively, higher than the $1,362 million expended in 2022.
Through a worldwide import and export strategy, we plan to continue to seek to optimize capacity utilization and maximize profitability by redirecting our products from countries experiencing economic downturns to target export markets where demand may be greater. Our global trading system enables us to coordinate our export activities globally to try and take advantage of demand opportunities. Should demand for our products in the United States improve, we believe we are well-positioned to service this market through our established presence in the southern and southwestern regions of the country and our current ability to import into the United States.
We have also introduced a comprehensive pricing strategy for our products that we expect to more fully reflect and capture the high value-creating capability of our products and services. Our strategy focuses on value enhancement, optimizing gains in customer relationships, and generating sufficient returns that would allow us to reinvest in our business. Under this strategy, we are establishing internal procedures and guidelines that are expected to support our approach to pricing our different products and services.
In addition, we plan to maintain and grow our market positions in cement, ready-mix concrete, aggregates, and Urbanization Solutions by being one of the most customer-centric companies in the industry. Among other actions, we also expect to implement pricing initiatives for our products and receive compensation through fees for the services we provide that should allow us to improve our overall profits, as well as to operate in the most capital and cost-efficient manner possible. We may also seek to expand our presence in businesses related to cement, ready-mix concrete, aggregates and Urbanization Solutions, and potentially also implement similar pricing strategies in the markets related to these businesses.
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OPERATING MODEL. We aim to operate effectively and achieve the greatest possible value by leveraging our knowledge and scale to establish best practices and common practices worldwide. Our operating model consists of: (i) working to share operative best practices and market our products and solutions; (ii) providing modern support functions and technology to clients and customers; (iii) having clear and effective transactional functions at all levels of our business; and (iv) maintaining efficient governance controls.
STAKEHOLDERS. Our stakeholders include our workforce, customers, shareholders, investors, and analysts, suppliers, communities and civil society where we operate.
We add value to our: (i) workforce through cultivating a diverse, engaged and loyal global team that supports their participation in our digital transformation and transition toward a sustainable economy, and by providing resources to promote growth, develop skills, and build expertise; (ii) customers by delivering a superior customer experience tailored to address their construction needs while enhancing performance, reliability, and operational efficiency; (iii) shareholders, investors and analysts by focusing on plans designed to drive revenue growth, reduce costs, optimize assets, manage risks and enforce strong governance; (iv) communities by actively engaging to understand the impacts, risks, and opportunities of our activities on the environment and society and to co-create initiatives that that strengthen local economies, while striving to minimize negative environmental impacts on air, water, and waste and supporting biodiversity conservation; (v) suppliers by building strong and responsible relationships based on trust, respect and mutual value, and by promoting the development of innovative solutions to reduce costs and support products and services with sustainable attributes; and (vi) civil society by actively participating and engaging with policy makers, business associations, NGO’s and academic institutions to contribute to industry regulations and public policy processes, foster strategic partnerships, and align with organizations that share our vision of building a better future.
(1) Environment and Biodiversity Partners
We work closely with several partners to protect the environment and biodiversity of the countries in which we operate by engaging in fruitful partnerships with global, national and local organizations, among others.
(2) Knowledge and Innovation Partners
We often leverage the knowledge and expertise of thought partners from varied perspectives such as consulting, research institutions, universities, technology partners and others.
These collaborations allow us to source, develop, and scale solutions through collaborative projects, as well as enables the design, development, curation, and delivery of relevant learning experiences aligned with our strategic capabilities and emerging practices.
(3) Shared Value Partners
Collaborations and partnerships with multilateral or international organizations, the private sector, academia and others, allow us to build synergies to scale our contributions to build a better future, continue to contribute to the development of sustainable communities and to support the enablement of a just transition to a lower-carbon economy.
Some of the most relevant partners we collaborate or have collaborated with include, among others, the World Economic Forum, the U.N. Global Compact, and the Boston College Center for Corporate Citizenship. We leverage our partnerships to foster the creation and scaling of social impact programs through four focus areas: (i) people—improving quality of life through education and employability initiatives; (ii) economy—developing circular and local economies through sustainable practices, (iii) structures—enhancing livability through housing and urban infrastructure improvement; and (iv) cities—promoting the development of resilient cities and communities.
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(4) Industry and Business Associations
We actively participate in various global, regional and national industry and business associations to develop and strengthen partnerships, support our advocacy efforts, and promote our products and solutions. Our active involvement in these associations provides us, alongside other companies in our industry, with a platform to advocate for and educate on important topics such as promoting the use of concrete as an essential material for sustainable construction and policies. As of December 31, 2024, we held nearly 200 industry leadership roles across the globe. In 2024, our former Chief Executive Officer continued as president of the GCCA, which represents 80% of the world’s cement production capacity outside of China. We see this as the decade to deliver with public and private sectors collaborating to reach our full potential as a carbon-neutral society.
User Base
Cement is the primary building material in the industrial and residential construction sectors of the majority of markets in which we operate. We believe that the lack or shortage of available cement substitutes further enhances the marketability of our product. The primary end-users of cement in each region in which we operate vary but usually include, among others, wholesalers, ready-mix concrete producers, industrial customers and contractors in bulk. Additionally, sales of bagged cement to individuals for self-construction and other basic needs have traditionally been a significant component of the retail sector. The end-users of ready-mix concrete generally include homebuilders, commercial and industrial building contractors and road builders. Major end-users of aggregates include ready-mix concrete producers, mortar producers, general building contractors and those engaged in road building activity, asphalt producers and concrete product producers. Our Urbanization Solutions have a wide user base which includes, but is not limited to, architects, civil engineers, builders, developers and paving and general contractors, in addition to ready-mix concrete, cement and mortars producers. In summary, because of the many favorable qualities of our products and solutions, a considerable number of builders and other users worldwide use our cement, ready-mix concrete, aggregates and Urbanization Solutions for almost every kind of construction project in the infrastructure, commercial and residential segments. As of December 31, 2024, we did not depend on any single existing customer to conduct our business and the loss of any of our existing customers individually would not have had a material adverse effect on our financial condition or results of operations. For the period ended December 31, 2024, none of our individual customers represented more than 10% of our consolidated revenues.
Cemex’s Corporate Structure as of December 31, 2024
Cemex, S.A.B. de C.V. is an operating and a holding company that primarily operates its business through subsidiaries which, in turn, hold interests in Cemex’s cement, aggregates, ready-mix concrete and Urbanization Solutions operating companies, as well as other businesses. The following chart summarizes Cemex’s corporate structure as of December 31, 2024. Unless otherwise indicated, this chart includes Cemex’s approximate direct or indirect, or consolidated, percentage equity ownership or economic interest of each subsidiary included. The chart has been simplified to show only some of Cemex’s major holding companies and/or operating companies in most of the main countries in which Cemex operates, and/or relevant companies in which Cemex holds a significant direct or indirect interest and does not include all of Cemex’s operating subsidiaries and its intermediate holding companies.
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| (1) | Includes Cemex’s direct or indirect, or consolidated, interest. |
| (2) | Includes COM’s, CIH’s and Cemex, S.A.B. de C.V.’s interest, as well as shares held in Cemex España’s treasury. |
| (3) | Includes Cemex España’s direct or indirect, or consolidated, interest. |
| (4) | Represents Cemex España’s indirect economic interest in three companies incorporated in the United Arab Emirates; Cemex Topmix LLC, Cemex Supermix LLC and Cemex Falcon LLC. Cemex España indirectly owns a 49% equity interest in each of these companies and indirectly holds the remaining 51% of the economic benefits through agreements with other shareholders. |
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| (5) | Represents outstanding shares of CLH’s capital stock and excludes treasury stock. |
| (6) | Represents CLH’s 99.483% indirect, or consolidated, interest in ordinary shares, which excludes a 0.516% interest held in Cemento Bayano, S.A.’s treasury. |
| (7) | Represents CLH’s direct and indirect, or consolidated, interest in ordinary and preferred shares and includes shares held in Cemex Colombia’s treasury. |
| (8) | Includes Cemex Colombia’s 99% interest and Corporación Cementera Latinoamericana, S.L.U.’s 1% interest. |
| (9) | Includes TCL’s direct and indirect, or consolidated, 74.08% interest and Cemex’s indirect 4.96% interest held through other subsidiaries. |
| (10) | Includes Cemex UK Operations Limited’s 80% interest and Cemex España’s 20% interest. |
| (11) | As of December 31, 2024, we had entered into a definitive agreement for the sale of Cemex’s entire indirect equity interest in Cemex Dominicana, S.A. “ See note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of our Operations in the Dominican Republic” for information related to the closing of the divestiture of our Dominican Republic operations. |
Our Operations in Mexico
Overview. For the year ended December 31, 2024, our operations in Mexico represented 29% of our consolidated external revenues in Dollar terms. As of December 31, 2024, our operations in Mexico represented 34% of our total installed cement capacity and 15% of our total assets, in Dollar terms.
Following the completion of its expansion involving the construction of a new kiln and a mill, as of December 31, 2024, our Tepeaca cement plant in Puebla, Mexico had a production capacity of 4.2 million tons of cement per year based on mill capacity. In May 2021, in order to generate enough supply to meet the increasing demand in the U.S. market and strengthen our position in the region, we resumed our operations in our CPN cement plant in Sonora, which has a production capacity of 1.7 million tons of cement per year.
In March 2022, following the successful restart of our operations in our CPN cement plant in Sonora, we announced the reactivation of our second kiln in our CPN cement plant in Sonora to continue leveraging Cemex’s regional trading network to meet growing cement demand throughout the western United States. This project was completed during the fourth quarter of 2022.
In 2001, we launched the Construrama program, a registered brand name for construction material stores. Through this program, we offer to an exclusive group of our Mexican distributors the opportunity to sell a variety of products under the Construrama brand name, a concept that includes the standardization of stores, image, marketing, products and services. As of December 31, 2024, 1,161 independent concessionaries with 2,380 stores were integrated into the Construrama program, with nationwide coverage.
Industry. For 2024, the National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía) indicated that total construction activity in Mexico increased 2.8% as of December 2024 (seasonally adjusted figures). However, in the second half of 2024, civil engineering projects experienced a significant slowdown due to completion of large-scale infrastructure projects and the transitions within the Mexican government. Despite these challenges, the construction sector maintained steady growth, primarily driven by strong activity in industrial building.
Cement in Mexico is sold mainly through distributors, with the remaining balance sold through ready-mix concrete producers, manufacturers of precast concrete products and construction contractors. Cement sold through distributors is mixed with aggregates and water by the end user at the construction site to form concrete. Ready-mix concrete producers mix the ingredients in plants and deliver it to local construction sites in mixer trucks, which pour the concrete. Unlike more developed economies, where purchases of cement are concentrated in the commercial and industrial sectors, retail sales of cement through distributors in 2024 accounted for approximately 55% of Mexico’s demand (bagged presentation). Individuals who purchase bags of cement for self-construction and other basic construction needs are a significant component of the retail sector. We believe that this large retail sales base is a factor that significantly contributes to the overall performance of the cement market in Mexico.
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The retail nature of the Mexican cement market also enables us to foster brand loyalty, which distinguishes us from other worldwide producers selling primarily in bulk. We own the registered trademarks for our brands in Mexico, such as “Tolteca,” “Monterrey,” “Maya,” “Anahuac,” “Campana,” “Gallo,” and “Centenario,” for gray cements and mortar and, additionally, “Multiplast” for coatings. Recently we launched “Antihumedad” cement, a grey Portland cement with advanced water-repellent properties that inhibit moisture filtration. We believe that these brand names are important in Mexico since cement is principally sold in bags to retail customers who may develop brand loyalty based on differences in quality and service. We also have trademark registrations for our special concrete’s brands such as “Promptis,” “Resilia,” “Pervia,” “Insularis,” and “Evolution.” In Mexico, we introduced Vertua as a value cement and concrete brand. Vertua is Cemex’s global brand for low carbon footprint products. In addition, we own the registered trademark for the “Construrama” brand name for construction material stores and for our new digital solution we have trademark registrations for “Cemex Go” and “Olivia.”
Competition. In the early 1970s, the cement industry in Mexico was regionally fragmented. However, since that time, cement producers in Mexico have increased their production capacity and the cement industry in Mexico has consolidated into a national market, thus becoming increasingly competitive. As of December 31, 2024, the major cement producers in Mexico were Cemex; Holcim; Fortaleza Materiales (formerly named Elementia); Sociedad Cooperativa Cruz Azul, a Mexican operator; Cementos Moctezuma, an associate of Cements Molins and Buzzi-Unicem; and GCC, S.A.B. de C.V. (“GCC,” formerly named Grupo Cementos de Chihuahua, S.A.B. de C.V.), a Mexican operator in whose majority holder, Camcem, S.A. de C.V., we hold a minority interest. As of December 31, 2024, the major ready-mix concrete producers in Mexico were Cemex, Holcim, GCC and Cementos Moctezuma. In addition, as of December 31, 2024, the use of non-integrated ready-mixers has been increasing.
We believe potential entrants into the Mexican cement market face various barriers to entry, including, among other things: the time-consuming and expensive process of establishing a retail distribution network and developing the brand identification necessary to succeed in the retail market; the lack of port infrastructure and the high inland transportation costs resulting from the low value-to-weight ratio of cement; the distance from ports to major consumption centers and the presence of significant natural barriers, such as mountain ranges, which border Mexico’s east and west coasts; the strong brand recognition and the wide variety of special products with enhanced properties; the extensive capital expenditure requirements; and the length of time required for construction of new plants, which we estimate is approximately two years. Nevertheless, Fortaleza Materiales started operation of a stand-alone cement mill in the Yucatán Peninsula in October 2020. Additionally, at the end of the first quarter of 2021, Holcim started operating a stand-alone cement mill located in the Yucatán Peninsula, aiming to strengthen its market position and supply cost in this region. During 2022, a new independent producer, Grupo Comercial AMORI, entered the market in the Yucatán Peninsula with a cement mill facility located in Progreso, Yucatán, under the brand “Cementos Jaguar.” This facility corresponds to the first new entry into the cement industry since Fortaleza’s incursion in 2013.
For 2024, new capacities have been introduced into the market. Fortaleza Materiales has expanded its milling capacity at the Palmar Plant and is now fully operational. Holcim had announced the expansion of its plant in Macuspana, Tabasco, which is expected to be operational during 2025. Additionally, GORSA, a non-integrated player (independent), is developing a milling project in Salina Cruz, Oaxaca, which is expected to begin operations in 2025.
Urbanization Solutions. In Mexico, for the year ended December 31, 2024, in terms of revenues, our circularity, admixtures, and mortars verticals were the main contributors. These businesses are located across Mexico.
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Our Operating Network in Mexico
During 2024, we operated 15 cement plants, 99 cement distribution centers and eight marine terminals located throughout Mexico.
We operate cement plants on the Gulf of Mexico and Pacific coasts of Mexico, most of the time allowing us to take advantage of attractive transportation costs to export to the United States and the SCA&C region, when possible.
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Products and Distribution Channels
Cement. For the year ended December 31, 2024, our cement operations represented 54% of our external revenues from our operations in Mexico in Dollar terms and our domestic cement sales volume represented 94% of our total cement sales volume in Mexico. As a result of the retail nature of the Mexican market, our operations in Mexico are not dependent on a limited number of large customers. The total volume of the five most important distributors accounted for 13% of our total cement sales by volume in Mexico in 2024 (excluding our in-house channels).
Ready-Mix Concrete. For the year ended December 31, 2024, our ready-mix concrete operations represented 30% of our external revenues from our operations in Mexico in Dollar terms. Our ready-mix concrete operations in Mexico purchase substantially all their cement requirements from our cement operations in Mexico. Ready-mix concrete is sold through our own internal sales force and facilities network.
Aggregates. For the year ended December 31, 2024, our aggregates operations represented 3% of our external revenues from our operations in Mexico in Dollar terms.
Urbanization Solutions and Others: For the year ended December 31, 2024, our Urbanization Solutions and other businesses operations represented 13% of our external revenues from our operations in Mexico in Dollar terms.
Exports. Our operations in Mexico export a portion of their cement production, mainly in the form of cement and to a lesser extent in the form of clinker. Exports of cement by our operations in Mexico represented 6% of our total cement sales volume in Mexico for 2024. In 2024, 83% of our cement exports from Mexico were to the United States and 17% were to our Rest of SCA&C segment.
The cement and clinker exports by our operations in Mexico to the United States are mostly marketed through our trading network subsidiaries. Our cement and clinker transactions between Cemex and its subsidiaries, are conducted on an arm’s-length basis.
Production Costs. Our cement plants in Mexico primarily utilize pet coke and alternative fuels. Two 20-year pet coke supply contract agreements with PEMEX Madero refinery expired at the end of September 2022. The contracts were replaced by a 5-year supply agreement awarded in a tender for an estimated 30% of our pet coke consumption. By the end of October 2022, PEMEX unilaterally suspended deliveries from the Cadereyta refinery in two additional contracts. Cemex and PEMEX agreed on a new pricing methodology based on the current pet coke market for the remainder of the contract period. Following an unsuccessful tender by PEMEX, in which most of the pet coke volume from the Cadereyta facility was not allocated, PEMEX awarded a spot volume contract to Cemex for a volume we expect to exhaust in or around June 2025. As of the date of this annual report, negotiations of a new long-term agreement are ongoing. Cemex was also awarded a 2-year contract for the Minatitlan refinery in November 2022, which was equivalent to 11% of our cement plant consumption. In general, we have been able to purchase pet coke in the open market when needed to make up for any quantities not supplied by PEMEX. In addition, in 1992, our operations in Mexico began using alternative fuels to further reduce the consumption of residual fuel oil and natural gas. These alternative fuels represented 35% of the total fuel consumption for our cement plant operations in Mexico in 2024. For additional information, see “Item 5—Operating and Financial Review and Prospects—Trend Information—Summary of Material Contractual Obligations and Commercial Commitments—Cash Requirements.”
In 1999, we entered into an agreement with an international partnership, which financed, built and operated TEG, a 230 megawatt (“MW”) energy plant in Tamuín, San Luis Potosí, Mexico. We entered into this agreement in order to reduce the volatility of our energy costs. The power plant commenced commercial operations in April 2004. In 2007, the original operator was replaced and the agreement was extended to 2027. In 2024, TEG migrated to the wholesale market to supply Cemex load points as well as our cement plants. As of the date of this annual report, we have four plants enabled to receive energy from the wholesale market and we expect to enable six additional plants during 2025.
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For additional information, see “Item 5—Operating and Financial Review and Prospects—Trend Information—Summary of Material Contractual Obligations and Commercial Commitments—Cash Requirements,” and “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters—Mexico.”
In 2006, in order to take advantage of the high wind potential in the “Tehuantepec Isthmus,” Cemex and the Spanish company ACCIONA, S.A. (“ACCIONA”), formed an alliance to develop a wind farm project for the generation of 250 MW in the Mexican state of Oaxaca. The installation of 167 wind turbines in the farm was finished on November 15, 2009. For additional information, see “Item 5—Operating and Financial Review and Prospects—Trend Information—Summary of Material Contractual Obligations and Commercial Commitments—Cash Requirements.”
In connection with the beginning of full commercial operations of Ventika, S.A.P.I. de C.V. and Ventika II, S.A.P.I. de C.V. wind farms (jointly, “Ventikas”), located in the Mexican state of Nuevo León, with a combined generation capacity of 252 MW, we agreed to acquire a portion of the energy generated by Ventikas for our Mexican plants for a period of 20 years, which began in April 2016. During 2024, Ventikas supplied 7% of Cemex’s overall electricity needs in Mexico. This agreement is for Cemex’s own use and as of the date of this annual report, Cemex does not intend to engage in energy trading in Mexico.
On October 24, 2018, in order to take advantage of lower electric energy prices, we entered into agreements for a period of 20 years with Tuli Energía, S. de R.L. de C.V. (“Tuli Energía”) and Helios Generación, S. de R.L. de C.V. (“Helios Generación”) to acquire a portion of the energy generated by such solar projects. The solar plants located in the Mexican state of Zacatecas have a combined generation capacity of 300 MW. These solar plants started producing test energy in September 2019, and the effective commencement date of such agreements was December 21, 2019 for Tuli Energía and April 22, 2020 for Helios Generación.
We have, from time to time, purchased hedges from third parties to reduce the effect of volatility in energy prices in Mexico. See “Item 5—Operating and Financial Review and Prospects—Trend Information—Summary of Material Contractual Obligations and Commercial Commitments—Cash Requirements.” Additionally, a Cemex subsidiary participated as a buyer in the third long-term power auction organized in 2017 by the National Center for Energy Control (Centro Nacional de Control de Energía) (“CENACE”) (the independent system operator) and has been allocated a 20-year contract, that started in November 2020. The contract is for 16,129 clean energy certificates per year for compliance with legal requirements and 14.9 GWh/a of electric power.
Description of Properties, Plants and Equipment. As of December 31, 2024, we had 15 wholly-owned cement plants (all of them active) with a cement installed capacity of 28.2 million tons per year and proportional interests through associates in three other cement plants located throughout Mexico. We have exclusive access to limestone quarries and clay reserves near each of our plant sites in Mexico. As of December 31, 2024, all of our producing plants in Mexico utilized the dry process.
As of December 31, 2024, we had a network of 99 land distribution centers in Mexico, which are supplied through a fleet of our own trucks and rail cars, as well as leased trucks and rail facilities, and operated eight marine terminals. In addition, we had 260 ready-mix concrete plants (44 were temporarily inactive) throughout 73 cities in Mexico, approximately 2,600 ready-mix concrete delivery trucks and 15 aggregates quarries (five were temporarily inactive).
Capital Expenditures. We made capital expenditures of $265 million in 2022, $264 million in 2023 and $315 million in 2024.
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Our Operations in the United States
Overview. For the year ended December 31, 2024, our operations in the United States represented 32% of our consolidated external revenues in Dollar terms. As of December 31, 2024, our operations in the United States represented 17% of our total installed cement capacity and 48% of our total assets, in Dollar terms. As of December 31, 2024, Cemex, Inc. was the main holding company of our operating subsidiaries in the United States.
On September 23, 2013, we and Concrete Supply Company, a leading producer of ready-mix concrete throughout North and South Carolina, entered into a joint venture agreement and formed a joint venture company named Concrete Supply Co. LLC, in which Concrete Supply Holdings Co. holds a majority ownership stake in and acts as the managing member. This joint venture is a locally-managed leading concrete supplier in North and South Carolina.
Industry. Demand for cement is derived from the demand for ready-mix concrete and concrete products which, in turn, is dependent on the demand for construction. The construction industry is composed of three major sectors: the residential, nonresidential and public sectors. The public sector is the most cement-intensive sector, particularly for infrastructure projects such as streets, highways and bridges. Just as construction is highly pro-cyclical, so too is each subsector.
The construction industry consistently grew over the decade preceding the COVID-19 pandemic as it recovered from the collapse suffered during and in the immediate aftermath of the Great Recession. From 2010 through 2019, real annual GDP growth averaged 2.4% as the value of total construction put-in-place increased 6.2% annually, on average, in nominal terms. Similar to the recovery from the Great Recession, the three segments that drive cement demand—residential, nonresidential buildings, and public construction—have each recovered from the 2020 pandemic-induced recession at different paces. Housing led the economic recovery as total starts surged to 1.6 million in 2021, a 16.0% increase over 2020 and the highest level since 2006. Single-family starts climbed 6.5% in 2024, ending the year at 1,009,400, 48.2% higher than the 2010 to 2019 average. In contrast, the real value of nonresidential buildings starts declined 1.4% in 2024, which was driven almost entirely by a fall in manufacturing construction after two abnormally high years in 2022 and 2023. Excluding manufacturing, the real value of nonresidential building starts increased 6.4%. Additionally, private fixed investment in nonresidential structures contributed 0.4% to GDP growth in 2023 after subtracting from growth the prior two years. The real value of nonbuilding (i.e., infrastructure) starts increased for the third consecutive year in 2024, climbing 5.7%.
Cement demand had been increasing annually since 2014, prior to declining 0.7% and 5.7% in 2023 and 2024 respectively. As of January 29, 2025, the Portland Cement Association forecasted a 1.8% increase in cement demand in the United States for 2025, but macroeconomic developments and financial conditions as of the date of this annual report suggest that a year-over-year decline is likely for 2025. See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business Operations—Economic conditions globally, including persistently elevated inflation and interest rates, particularly in countries where we operate, have affected and may continue to adversely affect our business, financial condition, liquidity, and results of operations.” High mortgage rates resulting from Federal Reserve interest rate increases and quantitative tightening could result in lower than expected single family housing demand. See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations.”
Competition. As of December 31, 2024, the cement industry in the United States was highly competitive, including national and regional cement producers in the United States. As of December 31, 2024, our principal competitors in the United States were Holcim, CRH plc, Buzzi-Unicem SpA, Summit Materials Inc., and Heidelberg Materials AG.
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As of December 31, 2024, the independent U.S. ready-mix concrete industry was highly fragmented. According to the National Ready Mixed Concrete Association (“NRMCA”), it is estimated that as of December 31, 2024 there were about 6,800 ready-mix concrete plants that produce ready-mix concrete in the United States and about 70,000 ready-mix concrete mixer trucks that delivered the concrete to the point of placement. The NRMCA estimates that, as of December 31, 2024, the value of ready-mix concrete produced by the industry was approximately $45 billion per year. Given that the concrete industry has historically consumed approximately 75% of all cement produced annually in the United States, many cement companies choose to develop concrete plant capabilities.
Aggregates are widely used throughout the United States for all types of construction because they are the most basic materials for building activity. The United States Geological Survey (“USGS”) estimates over 2.4 billion tons of aggregates were produced in 2024, a decrease of about 5% over 2023. As of December 31, 2024, crushed stone accounted for 62% of aggregates consumed, sand and gravel for 37%, and slag for 1%. These products are produced in all 50 states and had a value of $38.6 billion as of December 31, 2024. The United States aggregates industry is highly fragmented and geographically dispersed. The top 10 producing states for crushed stone represented more than 55% of all production and 53% for sand and gravel as of year-end 2024. According to the USGS, during 2024, an estimated 3,400 companies operated 6,500 sand and gravel sites and 1,400 companies operated 3,500 crushed stone quarries in the 50 states.
Urbanization Solutions. In the United States, for the year ended December 31, 2024, in terms of revenues, related services and concrete block were the main contributors. These businesses are located mainly in the state of Florida.
Our Operating Network in the United States
The maps below reflect the location of our operating assets, including our cement plants and cement terminals giving service to our operations in the United States as of December 31, 2024.
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Products and Distribution Channels
Cement. For the year ended December 31, 2024, our cement operations represented 23% of our external revenues from our operations in the United States, in Dollar terms. In the United States, we deliver a substantial portion of cement by rail, which occasionally goes directly to customers. Otherwise, shipments go to distribution terminals where customers pick up the product by truck or we deliver the product by truck. The majority of our cement sales in the United States are made directly to users of gray portland and masonry cements, generally within a radius of approximately 200 miles of each plant.
Ready-Mix Concrete. For the year ended December 31, 2024, our ready-mix concrete operations represented 56% of our external revenues from our operations in the United States, in Dollar terms. Our ready-mix concrete operations in the United States purchase most of their cement aggregates requirements from our cement operations in the United States. Our ready-mix concrete products are mainly sold to residential, commercial and public contractors and to building companies.
Aggregates. For the year ended December 31, 2024, our aggregates operations represented 18% of our external revenues from our operations in the United States, in Dollar terms. Our aggregates are consumed mainly by our internal operations and by our trade customers in the ready-mix, concrete products and asphalt industries.
Urbanization Solutions and Others: For the year ended December 31, 2024, our Urbanization Solutions and other businesses operations represented 3% of our external revenues from our operations in the United States in Dollar terms.
Production Costs. The largest cost components of our plants are usually electricity and fuel. Fuel accounted for 17% of our total production costs of our cement operations in the United States in 2024. As of December 31, 2024, we had been implementing initiatives and projects to reduce our fuels costs, such as increasing flexibility to consume different fuels, such as coal, pet coke, natural gas and alternative fuels and leveraging the improvement of the thermal efficiency of our kilns. By retrofitting our cement plants to handle alternative energy fuels, we believe we have gained more flexibility in supplying our energy needs and have become less vulnerable to potential price spikes in energy. Power costs in 2024 represented 12% of the cash manufacturing cost of our cement operations in the United States, which represents production cost before depreciation. We aim to improve the efficiency of our electricity usage of our cement operations in the United States, concentrating our manufacturing activities in off-peak hours and negotiating lower rates with electricity suppliers.
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Description of Properties, Plants and Equipment. As of December 31, 2024, we operated a geographically diverse base of 10 cement manufacturing plants in the United States (two were temporarily inactive) located in Alabama, California, Colorado, Florida, Georgia, Pennsylvania, Tennessee, and Texas, and had a total installed cement capacity of 14.1 million tons per year. As of December 31, 2024, we operated a distribution network of 33 cement terminals (four of which we distributed fly ash through) and 11 deep-water import terminals. All of our 10 cement production facilities in 2024 were wholly-owned by Cemex, Inc. As of December 31, 2024, Cemex, Inc. had 290 ready-mix concrete plants (41 were temporarily inactive) located in Alabama, Arizona, California, Florida, Georgia, Idaho, Nevada, Tennessee, Texas, and Virginia and operated a total of 47 aggregates quarries (eight were temporarily inactive) in Arizona, California, Florida, Georgia, Nevada, South Carolina, and Texas, one of these quarries was located in Canada. As of December 31, 2024, we had 20 concrete block facilities.
In the United States, we have continued to take a number of actions to streamline our operations and improve productivity, including temporary capacity adjustments and rationalizations in some of our cement plants, and shutdowns of ready-mix concrete and block plants and aggregates quarries. As of December 31, 2024, we were utilizing approximately 86% of our ready-mix concrete plants, 100% of our block manufacturing plants and 82% of our operating aggregates quarries in the United States.
Capital Expenditures. We made capital expenditures of $551 million in 2022, $521 million in 2023 and $486 million in 2024 in our operations in the United States.
EMEA
For the year ended December 31, 2024, our business in the EMEA region, which includes our operations in the EMEA region and the Rest of EMEA segment, as described below, represented 29% of our consolidated external revenues in Dollar terms. As of December 31, 2024, our operations in the EMEA region represented 34% of our total installed capacity and 20% of our total assets, in Dollar terms.
Our Operations in the United Kingdom
Overview. For the year ended December 31, 2024, our operations in the United Kingdom represented 6% of our consolidated external revenues, in Dollar terms. As of December 31, 2024, our operations in the United Kingdom represented 5% of our total assets, in Dollar terms.
As of December 31, 2024, we were a leading provider of building materials in the United Kingdom with vertically integrated cement, ready-mix concrete, aggregates and asphalt operations, and we were also an important provider of concrete and precast materials solutions such as concrete block, concrete block paving, flooring systems and sleepers for rail infrastructure.
Industry. According to the Construction Products Association (“CPA”), total construction output decreased by 2.9% in 2024, which follows an increase of 2.0% in 2023. The CPA also reported that new construction orders decreased by 4.3% year-over-year in 2024. This was driven by a 9.1% decline in new housing orders and a 4.7% decline in industrial projects. Meanwhile, infrastructure decreased by 0.9% in 2024. As of December 31, 2024, the official data corresponding to 2024 has not been released by the Mineral Products Association, but as of the date of this annual report we estimate that domestic cement demand decreased at high single-digit rates in 2024 compared to 2023. Ready-mix concrete consumption in the full year 2024 decreased by 10.8%.
Competition. As of December 31, 2024, our primary competitors in the United Kingdom are: Tarmac (owned by CRH plc after divestments by Lafarge and Holcim during their merger), Hanson (a subsidiary of Heidelberg), Aggregate Industries (a subsidiary of Holcim) and Breedon, which acquired Hope Construction Materials (owned by Mittal
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Investments). In addition, during 2024 an estimated 3.1 million tons of cement were imported to the United Kingdom by various players including CRH plc, Holcim, Heidelberg and other independents, with products that compete with ours increasingly arriving from over-capacity markets including Ireland, Spain and Greece.
Urbanization Solutions. In the United Kingdom, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of asphalt, rail sleepers, and concrete block, among others. These businesses are located mainly in Yorkshire and North West, England.
Our Operating Network in the United Kingdom bulk cement, with the remaining 17.5% in bags.
Products and Distribution Channels
Cement. For the year ended December 31, 2024, our cement operations represented 21% of our external revenues from our operations in the United Kingdom in Dollar terms. About 82.5% of our United Kingdom cement sales were of
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Our bulk cement is mainly sold to ready-mix concrete, concrete block and pre-cast product customers and contractors. Our bagged cement is primarily sold to national builders’ merchants.
Ready-Mix Concrete. For the year ended December 31, 2024, our ready-mix concrete operations represented 31% of our external revenues from our operations in the United Kingdom in Dollar terms. Special products, including self-compacting concrete, fiber-reinforced concrete, high strength concrete, flooring concrete and filling concrete, represented 29.1% of our 2024 United Kingdom sales volume. In 2024, our ready-mix concrete operations in the United Kingdom purchased 98% of its cement requirements from our cement operations in the United Kingdom and 73% of its aggregates requirements from our aggregates operations in the United Kingdom. Our ready-mix concrete products are mainly sold to public, commercial and residential contractors.
Aggregates. For the year ended December 31, 2024, our aggregates operations represented 34% of our external revenues from our operations in the United Kingdom in Dollar terms. In 2024, our United Kingdom aggregates sales were divided as follows: 58% were sand and gravel, 41% were limestone, and 1% was hardstone. In 2024, 33% of our aggregates volumes were obtained from marine sources along the United Kingdom’s coast. In 2024, 22% of our United Kingdom aggregates production was consumed by our own ready-mix concrete operations as well as our asphalt, concrete block and precast operations. We also sell aggregates to major contractors to build roads and other infrastructure projects.
Urbanization Solutions and Others: For the year ended December 31, 2024, our Urbanization Solutions and other businesses operations represented 14% of our external revenues from our operations in the United Kingdom in Dollar terms.
Cement Production Costs. In 2024, fixed production costs increased by 8.3% driven by increased maintenance costs and significant inflationary pressures. Variable costs decreased by 24.1% in absolute terms, primarily as a result of lower volumes and lower purchased clinker cost. During 2024, we continued to implement our cost reduction programs through our use of alternative fuels.
Ready-Mix Concrete Production Costs. In 2024, fixed production costs decreased by 11.9%, in comparison to fixed production costs in 2023, due to improved cost controls resulting in lower maintenance expenditure.
Aggregates Production Costs. In 2024, fixed production costs decreased by 0.8% in comparison to 2023 fixed production costs due to reduced fees relating to marine vessels and lower temporary labor cost.
Description of Properties, Plants and Equipment. As of December 31, 2024, we had two cement plants (one was temporarily inactive) and one clinker grinding facility in the United Kingdom. Assets in operation at year-end 2024 represent an installed cement capacity of 3.6 million tons per year, the same level as 2023. As of December 31, 2024, we also owned three cement import terminals and operated 96 ready-mix concrete plants (four were temporarily inactive), 23 aggregates quarries (one was temporarily inactive), 15 marine licenses (all of them active), 15 distribution centers, and 13 marine terminals in the United Kingdom. In addition, we had operating units dedicated to, among others, asphalt, rail sleepers, and concrete block.
In order to have access to blended cements, which are more sustainable based on their reduced clinker factor and use of by-products from other industries, our grinding and blending facility at the Port of Tilbury, located on the Thames River east of London has an annual grinding capacity of 0.9 million tons, which allows us to have access to blended cements.
Capital Expenditures. We made capital expenditures of $74 million in 2022, $107 million in 2023 and $65 million in 2024 in our operations in the United Kingdom.
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Our Operations in France
Overview. As of December 31, 2024, we were a leading ready-mix concrete producer and a leading aggregates producer in France. For the year ended December 31, 2024, our ready-mix concrete operations represented 75%, and aggregates represented 25%, respectively, of our external revenues from our operations in France in Dollar terms. We distribute most of our materials by road and a significant quantity by waterways, seeking to maximize the use of this efficient and sustainable alternative. For the year ended December 31, 2024, our operations in France represented 5% of our external revenues in Dollar terms. As of December 31, 2024, our operations in France represented 3% of our total assets, in Dollar terms.
Industry. According to the National Institute of Statistics and Economic Studies, housing starts in the residential sector decreased by 11.1% in 2024 compared to 2023. Non-residential starts (m2) decreased by 10.6% in 2024 compared to 2023 and demand from the public works sector increased by 0.5% over the same period. According to National Union of Quarrying and Building Materials Industries (French Association), ready-mix concrete consumption decreased by 12% in 2024.
Competition. As of December 31, 2024, our main competitors in the ready-mix concrete market in France included Holcim, Heidelberg, CRH plc, and Vicat SA, and our main competitors in the aggregates market in France included Holcim, Heidelberg, Colas (Bouygues), Eiffage, and Eurovia (Vinci). In France, we rely on sourcing cement from third parties, while many of our major competitors in ready-mix concrete are subsidiaries of French cement producers.
Urbanization Solutions. In France, for the year ended December 31, 2024, our Urbanization Solutions business consisted of admixtures. This business mainly serves our concrete operations in France.
Our Operating Network in France
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Description of Properties, Plants and Equipment. As of December 31, 2024, we operated 193 ready-mix concrete plants in France (14 were temporarily inactive), two marine terminals located in Le Havre, on the northern coast of France, 18 land distribution centers, 37 aggregates quarries (three were temporarily inactive) and 11 river ports.
Capital Expenditures. We made capital expenditures of $57 million in 2022, $44 million in 2023 and $52 million in 2024 in our operations in France.
Our Operations in Germany
Overview. For the year ended December 31, 2024, our operations in Germany represented 3% of our consolidated external revenues, in Dollar terms. As of December 31, 2024, our operations in Germany represented 2% of our total assets, in Dollar terms. For the year ended December 31, 2024, cement represented 36%, ready-mix concrete represented 33%, aggregates represented 17% and Urbanization Solutions and our other businesses represented 14%, respectively of our external revenues from our operations in Germany in Dollar terms. As of December 31, 2024, we were a leading provider of building materials in Germany, with vertically integrated cement, ready-mix concrete and aggregates businesses.
Industry. Preliminary estimates suggest that domestic sales volume decreased by 11% in 2024 compared to 2023. This coincided with a 1% decrease in producer prices for cement during this same period according to DESTATIS, the German Federal Statistical Office.
Competition. As of December 31, 2024, our primary competitors in the cement market in Germany were Heidelberg, Dyckerhoff (a subsidiary of Buzzi-Unicem), Holcim, CRH plc, and Schwenk, a local German competitor. These competitors, along with Cemex in Germany, represented a market share of above 95%, as estimated by us, for 2024. The ready-mix concrete and aggregates markets in Germany are fragmented and regionally heterogeneous, with many local competitors. The consolidation process in the ready-mix concrete and aggregates markets is moderate.
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Urbanization Solutions. In Germany, for the year ended December 31, 2024, our Urbanization Solutions business consisted of admixtures and mortars. This business is located mainly in the northeast and southwest of Germany.
Our Operating Network in Germany quarries (all of them active), two distribution centers and two marine terminals in Poland.
Description of Properties, Plants and Equipment. As of December 31, 2024, we operated one cement plant and one cement grinding mill in Germany and our installed cement capacity was 3.1 million tons per year. In September 2024, Cemex has acquired a majority stake in RC-Baustoffe Berlin, a recycling company which processes mineral construction, demolition, and excavation materials, including one active recycling plant. As of December 31, 2024, our operations in Germany also included 57 ready-mix concrete plants (three of them inactive), 21 aggregates quarries (five were temporarily inactive) and three land distribution centers.
Capital Expenditures. We made capital expenditures of $33 million in 2022, $47 million in 2023 and $36 million in 2024 in our operations in Germany.
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Our Operations in Poland
Overview. For the year ended December 31, 2024, our operations in Poland represented 3% of our consolidated external revenues in Dollar terms. As of December 31, 2024, our operating business in Poland represented 2% of our total assets, in Dollar terms. As of December 31, 2024, we were a leading provider of building materials in Poland, serving the cement, ready-mix concrete and aggregates markets. As of December 31, 2024, we operated two cement plants (two of them active) and one grinding mill with an installed cement capacity of 3.5 million tons per year. As of December 31, 2024, we also operated 41 ready-mix concrete plants (three were temporarily inactive), six aggregates
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For the year ended December 31, 2024, cement represented 55%, ready-mix concrete represented 36%, and aggregates represented 9%, respectively of our external revenues from our operations in Poland in Dollar terms.
Industry. Preliminary estimates suggest that total cement consumption in Poland increased approximately 6% in 2024 from 2023.
Competition. As of December 31, 2024, our primary competitors in the cement, ready-mix concrete and aggregates markets in Poland were Heidelberg, Holcim, CRH plc, Dyckerhoff, and Miebach.
Urbanization Solutions. In Poland, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of the trading of admixtures and mortars (with some third-party dry mortar plants in Poland producing Cemex brands, and subsequently distributing under Cemex’s products declarations of conformity, as formal manufacturer).
Capital Expenditures. We made capital expenditures of $33 million in 2022, $44 million in 2023 and $38 million in 2024 in our operations in Poland.
Our Operations in Spain
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Overview. For the year ended December 31, 2024, our operations in Spain represented 3% of our consolidated external revenues in Dollar terms. As of December 31, 2024, our operating business in Spain represented 2% of our total assets, in Dollar terms.
Industry. According to the Spanish Ministry of Industry, total cement consumption in Spain increased by 3.1% in 2024 compared to 2023. As of December 31, 2024, cement exports from Spain amounted to 3.6 million tons. In recent years, Spanish cement and clinker export volumes have fluctuated, reflecting the rapid changes in demand in the Mediterranean basin as well as the strength of the Euro and changes in the domestic market. According to the Spanish Ministry of Industry, these total export volumes decreased 2% in 2022, decreased 6% in 2023 and decreased 9.3% in 2024 compared to 2023.
Competition. According to our estimates, as of December 31, 2024, we were one of the top four producers of clinker and cement in Spain. Competition in the ready-mix concrete industry is intense in large urban areas. The overall high degree of competition in the Spanish ready-mix concrete industry is reflected in the multitude of offerings from a large number of concrete suppliers. We have focused on developing value-added products and attempting to differentiate ourselves in the marketplace. The distribution of ready-mix concrete remains a key component of our business strategy in Spain.
Urbanization Solutions. In Spain, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of mortars and admixtures. These businesses are located across Spain.
Products and Distribution Channels
Cement. For the year ended December 31, 2024, our cement operations represented 63% of our external revenues from our operations in Spain in Dollar terms. We offer various types of cement in Spain, targeting specific products to specific markets and users. In 2024, 16% of the domestic sales volume of our main operating subsidiary in Spain consisted of bagged cement, and the remainder of its domestic sales volume consisted of bulk cement, primarily to ready-mix concrete operators, including sales to our other operations in Spain, as well as industrial customers that use cement in their production processes and construction companies.
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Ready-Mix Concrete. For the year ended December 31, 2024, our ready-mix concrete operations represented 29% of our external revenues from our operations in Spain in Dollar terms. Our ready-mix concrete operations in Spain in 2024 purchased 85% of their cement requirements from our cement operations in Spain and 67% of their aggregates requirements from our aggregates operations in Spain.
Aggregates. For the year ended December 31, 2024, our aggregates operations represented 7% of our external revenues from our operations in Spain in Dollar terms.
Urbanization Solutions and Others: For the year ended December 31, 2024, our Urbanization Solutions and other businesses operations represented 1% of our external revenues from our operations in Spain in Dollar terms.
Production Costs. We have improved the efficiency of our operations in Spain by introducing technological improvements that have significantly reduced our energy costs, including the use of alternative fuels, in accordance with our cost reduction efforts. In 2024, we used organic waste, tires and plastics as fuel, achieving a 51% substitution rate for pet coke in our gray and white clinker kilns for the year.
Description of Properties, Plants and Equipment. As of December 31, 2024, our operations in Spain included six cement plants (two were temporarily inactive) located in Spain with an annual installed cement capacity of 7.7 million tons. As of that date, we also had 29 distribution centers, including 19 land and 10 marine terminals, 47 ready-mix concrete plants (12 were temporarily inactive), 24 aggregates quarries (nine were temporarily inactive), eight mortar plants (three of them inactive), and one admixture plant.
Capital Expenditures. We made capital expenditures of $27 million in 2022, $38 million in 2023 and $41 million in 2024 in our operations in Spain.
Our Operations in Israel
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Overview. We are a leading producer and supplier of raw materials for the construction industry in Israel. In addition to ready-mix concrete and aggregates, we produce a diverse range of building materials and infrastructure products in Israel. As of December 31, 2024, as indicated in the above maps, we operated 53 ready-mix concrete plants (53 of them active), seven aggregates quarries (all of them active), two concrete products plants, one admixtures plant and one CDEW recycling plant. For the year ended December 31, 2024, our operations in Israel represented 4% of our consolidated external revenues in Dollar terms and 3% of our total assets, in Dollar terms. For the year ended December 31, 2024, ready-mix concrete represented 82%, aggregates represented 11%, Urbanization Solutions and our other businesses represented 7%, respectively of our external revenues from our operations in Israel in Dollar terms.
Capital Expenditures. We made capital expenditures of $37 million in 2022, $41 million in 2023 and $57 million in 2024 in our operations in Israel.
Urbanization Solutions. In Israel, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of other concrete products and admixtures, among others. These businesses are located in the outskirts of Gush Dan.
Rest of EMEA
As of December 31, 2024, our operations in the Rest of EMEA segment consisted primarily of our operations in the Czech Republic, Croatia, Egypt, and the UAE. For the year ended December 31, 2024, these operations represented 5% of our consolidated external revenues, in Dollar terms, and 3% of our total assets, in Dollar terms.
Our Operations in the Czech Republic and one grinding mill with annual cement installed capacity of 1.7 million tons, one cement terminal and one admixtures plant in the Czech Republic.
Overview. As of December 31, 2024, we were a leading producer of ready-mix concrete and aggregates in the Czech Republic. We also distribute cement in the Czech Republic. As of December 31, 2024, we operated one cement plant
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As of December 31, 2024, we also operated 69 ready-mix concrete plants (one of which was temporarily inactive), which include three mobile equipment producing concrete, and 13 aggregates quarries in the Czech Republic.
Industry. According to the Czech Statistical Office, total construction output in the Czech Republic increased by 2.5% year-over-year in 2024 as buildings construction increased by 1.9% while civil engineering was up by 3.4% year- over-year.
According to the Czech Cement Association, total cement consumption in the Czech Republic reached a year- over- year increase of 2.6% in the first half of 2024. According to our estimates, in 2025, ready-mix concrete production in the Czech Republic is estimated to slightly decrease in comparison to 2024.
Competition. As of December 31, 2024, our main competitors in the cement, ready-mix concrete and aggregates markets in the Czech Republic were Heidelberg, Buzzi-Unicem, Holcim, Strabag and Skanska.
Capital Expenditures. We made capital expenditures of $21 million in 2022, $41 million in 2023 and $24 million in 2024 in our operations in the Czech Republic.
Urbanization Solutions. In the Czech Republic, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted of admixtures. This business is located in the eastern region of the Czech Republic.
Our Operations in Croatia
Overview. We were the largest cement producer in Croatia based on installed capacity as of December 31, 2024, according to our estimates. As of December 31, 2024, we had two cement plants (two of them active) in Croatia with an annual cement installed capacity of 2.2 million tons. As of December 31, 2024, we also operated 11 land distribution centers and two marine cement terminals in Croatia and Montenegro, seven ready-mix concrete facilities in Croatia seven of them active), and one recycling yard in Croatia.
Industry. According to our estimates made as of the date of this annual report, total cement consumption in Croatia, Bosnia and Herzegovina and Montenegro increased by 7.4% in 2024 compared to 2023.
Competition. As of December 31, 2024, our primary competitors in the cement market in Croatia were Nexe and Holcim.
Capital Expenditures. We made capital expenditures of $11 million in 2022, $17 million in 2023 and $32 million in 2024 in our operations in Croatia.
Our Operations in Egypt
Overview. As of December 31, 2024, we operated one cement plant in Egypt with an annual installed cement capacity of 5.4 million tons. This plant is located approximately 280 miles south of Cairo and serves the upper Nile region of Egypt, as well as Cairo and the Delta region, Egypt’s main cement market. In addition, as of December 31, 2024, we had three ready-mix concrete plants (one was inactive) and three land distribution centers in Egypt, and one admixtures plant.
Industry. According to the Ministry of Trade and Industry official figures and Cemex’s estimates, based on government data (local and imported cement), the Egyptian market cement consumption increased by 0.3% in 2024 compared to 2023, which was mainly attributed to slow market growth. As of December 31, 2024, the cement industry in Egypt had a total of 19 cement producers, with an aggregate annual installed cement production capacity of approximately 91 million tons.
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Competition. According to the Ministry of Investment official figures, during 2024, Holcim, Lafarge Egypt, ACC and Heidelberg (Suez Cement, Torah Cement, and Helwan Portland Cement) represented approximately 26% of the total cement production in Egypt. Other significant competitors in Egypt are Arabian (La Union), Titan (Alexandria Portland Cement and BeniSuef Cement), Amreyah (InterCement), Sinai (Vicat), South Valley, Nile Valley, El Seweedy, Arish Cement, National Company for Cement (Beni Suef plant), Aswan Medcom, Misr BeniSuef, Al Nahda and Misr Quena Cement Companies, Building Materials Industries Co., and ASEC Cement.
Capital Expenditures. We made capital expenditures of $16 million in 2022, $14 million in 2023 and $17 million in 2024 in our operations in Egypt.
Urbanization Solutions. In Egypt, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of admixtures. This business is located mainly in Cairo.
Our Operations in the UAE
Overview. As of December 31, 2024, Cemex España held a 49 equity interest (and a 100% economic interest) in all of our main UAE companies: Cemex Topmix LLC and Cemex Supermix LLC, ready-mix concrete manufacturing companies, and Cemex Falcon LLC, which specializes in the production of cement and slag. We are not permitted to have a controlling interest in these companies because the UAE Commercial Companies Law requires 51% ownership by UAE nationals. However, through agreements with other shareholders in these companies, we have rights over the remaining 51% of the economic benefits in each of the companies. As a result, we own a 100% economic interest in all three companies. As of December 31, 2024, we owned 12 ready-mix concrete plants (two were temporarily inactive), three pugmill plants, one admixture plant, and one cement and slag grinding facility in the UAE with an annual installed cement capacity of 1.2 million tons, serving the markets of Dubai and Abu Dhabi as well as neighboring countries such as Oman.
Capital Expenditures. We made capital expenditures of $7 million in 2022, $3 million in 2023 and $6 million in 2024 in our operations in the UAE.
Urbanization Solutions. In the UAE, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted of admixtures. This business is located mainly in Dubai.
SCA&C
For the year ended December 31, 2024, our business in the SCA&C region, which included our operations in Colombia, Panama, Caribbean TCL, and the Rest of SCA&C segment, as described below, represented 8% of our consolidated external revenues in Dollar terms. As of December 31, 2024, our operations in the SCA&C region represented 12% of our total installed capacity and 7% of our total assets, in Dollar terms.
As of December 31, 2024, CLH was the main holding company for Cemex’s operations in Colombia, Panama and Nicaragua. CLH was also the holding company for discontinued operations in Guatemala and the Dominican Republic.
On September 10, 2024, we sold our operations in Guatemala to a subsidiary of Holcim Ltd, for a total consideration of $212 million. The divested assets mainly consist of one grinding mill with an installed capacity of around 0.6 million metric tons per year, three ready mix plants and five distribution centers. For the years ended December 31, 2023 and 2022 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the statements of income, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a gain on sale of $163 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control.
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In addition, on August 5, 2024, one of our subsidiaries entered into an agreement with Progreso and its strategic partners, for the sale of our operations in the Dominican Republic, for a total consideration of $950 million, subject to final adjustments. The assets for divestment mainly consist of one cement plant in the Dominican Republic with two integrated production lines and related cement, concrete, aggregates and marine terminal assets. As of December 31, 2024, the assets and liabilities related to our operations in the Dominican Republic are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively. For the years ended December 31, 2022, 2023 and 2024, our operations in the Dominican Republic are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” See “Item 5—Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5—Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information. Also see note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of our Operations in the Dominican Republic” for information related to the closing of the divestiture of our Dominican Republic operations.
Our Operations in Colombia
Overview. As of December 31, 2024, Cemex Colombia was the second-largest cement producer in Colombia, based on installed cement capacity of 4.1 million tons per year as of December 31, 2024. For the year ended December 31, 2024, our operations in Colombia represented 3% of our consolidated external revenues in Dollar terms. As of December 31, 2024, our operating business in Colombia represented 3% of our total assets, in Dollar terms.
Cemex Colombia has a significant market share in the cement and ready-mix concrete market in the “Urban Triangle” of Colombia comprising the cities of Bogotá, Medellin and Cali. During 2024, these three metropolitan areas accounted for approximately 38.7% of Colombia’s cement consumption. Cemex Ibagué plant is Cemex Colombia’s largest plant and with Santa Rosa grinding facility, are strategically located in the Urban Triangle, as of December 31, 2024. Cemex Colombia, through its Cúcuta plant and Clemencia grinding facility, is also an active participant in Colombia’s northeastern and coastal markets.
Industry. According to our estimates made as of the date of this annual report, the installed capacity for cement in Colombia was 23.8 million tons in 2024. According to the Colombian National Statistical Administrative Department (Departamento Administrativo Nacional de Estadística), total cement consumption in Colombia reached 12.1 million tons during 2024, a decrease of 6.0% from 2023, while cement exports from Colombia during 2024 reached 1.2 million tons (according to the global trade and market research platform, SICEX). We estimate that as of December 31, 2024, close to 67% of cement in Colombia was consumed by the housing and self-construction sector, while the infrastructure sector accounted for approximately 26% of total cement consumption and has been growing in recent years up to December 31, 2024. The other construction segments in Colombia, including the formal housing and commercial sectors, account for the balance of cement consumption in Colombia.
Competition. As of December 31, 2024, our two largest competitors in Colombia were Cementos Argos, which has established a leading position in the Colombian Caribbean coast, Antioquia and Southwest region markets, and Holcim in the central region of the country. We estimate that as of December 31, 2024 there were a total of 14 other local and regional players in Colombia, including Cemex.
The ready-mix concrete industry in Colombia was fairly consolidated with the top three producers accounting for approximately 60.7% of the market as of December 31, 2024. Cemex Colombia was the second-largest ready-mix concrete producer as of December 31, 2024. The first and third largest producers were Cementos Argos and Holcim Colombia, respectively.
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The aggregates market in Colombia is highly fragmented and is dominated by the informal market. The aggregates market in Colombia was comprised of small independent producers as of December 31, 2024.
Urbanization Solutions. In Colombia, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of admixtures, mortars, multiproducts and circularity, among others. These businesses are located across Colombia.
Our Operating Network in Colombia Ready-Mix Concrete.
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Products and Distribution Channels
Cement. For the year ended December 31, 2024, our cement operations represented 56% of our external revenues from our operations in Colombia in Dollar terms.
For the year ended December 31, 2024, our ready-mix concrete operations represented 38% of our external revenues from our operations in Colombia in Dollar terms.
Aggregates. For the year ended December 31, 2024, our aggregates operations represented 2% of our external revenues from our operations in Colombia in Dollar terms.
Urbanization Solutions and Others: For the year ended December 31, 2024, our Urbanization Solutions and other businesses operations represented 4% of our external revenues from our operations in Colombia in Dollar terms.
Description of Properties, Plants and Equipment. As of December 31, 2024, Cemex Colombia owned two operating cement plants and two cement grinding mills, having a total installed cement grinding capacity of 4.1 million tons. In 2024, we replaced 33.4% of our total fuel consumed in Cemex Colombia with alternative fuels, and we had an internal electricity generating capacity of approximately 42 MW as of December 31, 2024. The operating licenses for quarries in Colombia are renewed every 30 years; assuming renewal of such licenses, we estimate having sufficient cement raw materials reserves for our operations in Colombia for over 54 years assuming 2020 to 2024 average annual cement raw materials production levels. Reserves and production from the quarry located in Maceo are excluded from this calculation. As of December 31, 2024, Cemex Colombia also operated 13 distribution centers, one mortar and adhesives plant, one admixtures plant, 32 ready-mix concrete plants (29 of them active), and nine aggregates operations (eight were temporarily inactive).
Cemex Colombia continues its progress on the Maceo Plant Project, with 99% and 88% of the plant and road portions completed as of the year ended December 31, 2024, respectively. We expect the Maceo Plant Project to enter into commission in the second half of 2025.
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See “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Other Legal Proceedings—Maceo, Colombia—Legal Proceedings in Colombia” for the status of that project.
Capital Expenditures. We made capital expenditures of $45 million in 2022, $76 million in 2023 and $105 million in 2024 in our operations in Colombia.
Our Operations in Panama
Overview. For the year ended December 31, 2024, our operations in Panama represented 1% of our consolidated external revenues in Dollar terms. For the year ended December 31, 2024, cement represented 72%, ready-mix concrete represented 26%, aggregates represented 2%, Urbanization Solutions and other businesses represented less than 1%, respectively, of our external revenues from our operations in Panama in Dollar terms. As of December 31, 2024, our operating business in Panama represented 1% of our total assets, in Dollar terms.
Industry. As of the date of this annual report, we estimate that approximately 1.4 million cubic meters of ready-mix concrete were sold in Panama during 2024. Cement consumption in Panama decreased 7% in 2024 compared to 2023, mainly due to slow down of new public infrastructure projects as a result of presidential elections and changes in government as well as a hold up in the housing sector due to uncertainty of the renewal of the Preferential Interest Law and Solidarity Bonus derived from the change in administration.
Competition. As of December 31, 2024, the cement industry in Panama included four cement producers: Cemento Bayano, Argos Panamá, an affiliate of Cementos Argos, Progreso and Cemento Chagres, a company that started operations during the second half of 2020 and is 100% owned by Panamanian investors.
Description of Properties, Plants and Equipment. As of December 31, 2024, our operations in Panama through Cemento Bayano operated one cement plant in Panama, with an installed cement capacity of 1.2 million tons and clinker capacity of 1.5 million tons. As of that date, Cemento Bayano also operated two ready-mix concrete plants one admixtures plant and three distribution centers (two owned and one leased).
Capital Expenditures. We made capital expenditures of $19 million in 2022, $13 million in 2023 and $13 million in 2024 in our operations in Panama.
Urbanization Solutions. In Panama, for the year ended December 31, 2024, in terms of revenues, Urbanization Solutions business consisted primarily of admixtures. This business is located across Panama and exports to the Caribbean islands.
Our Operations in Caribbean TCL
As of December 31, 2024, Caribbean TCL was one of the leading producers and marketers of cement and ready-mix concrete products in the Caribbean’s construction sector, with operations strategically located in Jamaica, Trinidad and Tobago, Guyana and Barbados. For the year ended December 31, 2024, our operations in Caribbean TCL represented 2% of our consolidated external revenues in Dollar terms. As of December 31, 2024, our operations in Caribbean TCL represented 2% of our total assets, in Dollar terms. For the year ended December 31, 2024, cement represented 96%, ready-mix concrete represented 2%, aggregates represented 2%, Urbanization Solutions and our other businesses represented less than 1%, respectively, of our external revenues from our operations in Caribbean TCL in Dollar terms.
As of December 31, 2024, our focus with respect to Caribbean TCL will continue on attempting to maximize further synergies from TCL’s integration with us. As of December 31, 2024, we intended to improve the productivity and capacity of our Caribbean TCL’s cement plants, continue the vertical integration of Caribbean TCL’s business, invest in developing its employees and offer strong value products to our customers in the region and elsewhere.
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Capital Expenditures. We made capital expenditures of $16 million in 2022, $18 million in 2023 and $50 million in 2024 in Caribbean TCL.
Our Operations in Trinidad & Tobago
Description of Properties, Plants and Equipment. As of December 31, 2024, TCL operated one cement plant in Trinidad & Tobago, with a total annual cement installed capacity of 1.0 million tons. As of December 31, 2024, TCL in Trinidad &Tobago had two operational ready-mix concrete plants, three aggregates quarries (three of them active), four land distribution centers and one marine terminal.
Urbanization Solutions. In Trinidad & Tobago, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of admixtures.
Our TCL Operations in Jamaica
Overview. As of December 31, 2024, we held an indirect controlling position mainly through TCL in CCCL.
Description of Properties, Plants and Equipment. As of December 31, 2024, CCCL operated one cement plant in Jamaica, with a total cement installed capacity of 1.5 million tons. As of December 31, 2024, CCCL had one aggregate quarry, four land distribution centers, including one location at the cement plant, and one marine terminal.
Our Operations in Barbados
Overview. As of December 31, 2024, through TCL, we held an indirect controlling position in Arawak Cement Company Limited (“Arawak”) in Barbados.
Description of Properties, Plants and Equipment. As of December 31, 2024, Arawak operated one cement plant in Barbados, with a total cement installed capacity of 0.4 million tons. As of that date, Arawak had one ready-mix concrete plant (temporarily inactive), one aggregates quarry, one land distribution center and one marine terminal.
Urbanization Solutions. In Barbados, as of December 31, 2024, we did not have any Urbanization Solutions business.
Our Operations in the Dominican Republic
Overview. As of December 31, 2024, Cemex Dominicana, S.A.’s (“Cemex Dominicana”) sales network covered the country’s main consumption areas, which are Santo Domingo, Santiago de los Caballeros, La Altagracia, San Cristobal and San Pedro de Macoris.
On August 5, 2024, one of our subsidiaries entered into an agreement with Progreso and its strategic partners, for the sale of our operations in the Dominican Republic, for a total consideration of $950 million, subject to final adjustments. The assets for divestment mainly consist of one cement plant in the Dominican Republic with two integrated production lines and related cement, concrete, aggregates and marine terminal assets. As of December 31, 2024, Dominican Republic assets and liabilities are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively. For the years ended December 31, 2022, 2023 and 2024, our operations in the Dominican Republic are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” See note 28 to Cemex, S.A.B.
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de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of our Operations in the Dominican Republic” for information related to the closing of the divestiture of our Dominican Republic operations.
Description of Properties, Plants and Equipment. As of December 31, 2024, Cemex Dominicana operated one cement plant in the Dominican Republic, with an installed cement capacity of 2.4 million tons per year. As of that date, Cemex Dominicana also owned 5 ready-mix concrete plants (one was temporarily inactive), one aggregate quarry (currently inactive), two land distribution centers and two leased marine terminals.
Capital Expenditures. We made capital expenditures of $18 million in 2022 and $16 million in 2023 in our operations in the Dominican Republic.
Urbanization Solutions. In the Dominican Republic, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of multiproducts, among others. This business is located across the country.
Rest of SCA&C
As of December 31, 2024, our operations in the Rest of SCA&C segment consisted primarily of our operations and activities in Peru, Puerto Rico, Nicaragua, Jamaica, and the Caribbean , excluding our Caribbean TCL segment. These operations represented 2% of our consolidated external revenues, in Dollar terms. As of December 31, 2024, our business in the Rest of SCA&C segment represented 1% of our total assets, in Dollar terms.
Our Operations in Puerto Rico
Overview. As of December 31, 2024, Cemex de Puerto Rico, Inc. (“Cemex Puerto Rico”) was our main subsidiary in Puerto Rico.
Industry. In 2024, cement consumption in Puerto Rico reached 0.6 million tons according to the Puerto Rico Economic Development Bank.
Competition. The cement industry in Puerto Rico in 2024 was comprised of two cement companies: Cemex Puerto Rico and Cementos Argos (formerly Antilles Cement Co (Marine Terminal) and San Juan Cement Co (Cement Plant), respectively).
Description of Properties, Plants and Equipment. As of December 31, 2024, Cemex Puerto Rico operated one grinding mill, with an installed cement capacity of 1.3 million tons per year. As of that date, Cemex Puerto Rico also operated four ready-mix concrete plants (three were temporarily inactive), one land distribution center and one marine terminal used for fly ash.
Capital Expenditures. We made capital expenditures of $3 million in 2022, $1 million in 2023 and $2 million in 2024 in our operations in Puerto Rico.
Urbanization Solutions. In Puerto Rico, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of lime, among others. These businesses are located across Puerto Rico.
Our Operations in Nicaragua
Overview. As of December 31, 2024, Cemex Colombia and Corporación Cementera Latinoamericana, S.L.U., both CLH subsidiaries, indirectly and directly owned 100% of Cemex Nicaragua, S.A. (“Cemex Nicaragua”), our operating subsidiary in Nicaragua.
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Industry. We estimate that 1.1 million tons of cement, 0.2 million cubic meters of ready-mix concrete and 1.7 million tons of aggregates were sold in Nicaragua during 2024. Cement consumption in Nicaragua increased 12% in 2024 mainly due to growth in government infrastructure and an increase of nearly 13% of remittances.
Competition. As of December 31, 2024, three market participants competed in the Nicaraguan cement industry: Cemex, Holcim and Cemento Continentales (cement importers).
Description of Properties, Plants and Equipment. As of December 31, 2024, we leased and operated one cement plant (currently active) and owned one grinding mill with a total installed cement capacity of 0.7 million tons, five ready-mix concrete plants (two were temporarily inactive) and two distribution centers in Nicaragua (all of them active). We also had three aggregate quarries (all of them inactive). Since March 2003, Cemex Nicaragua has also leased a 100,000 tons milling plant in Managua, which has been used exclusively for pet coke milling.
Capital Expenditures. We made capital expenditures of $4 million in 2022, $9 million in 2023 and $12 million in 2024 in our operations in Nicaragua.
Urbanization Solutions. In Nicaragua, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of multiproducts. This business is located across Nicaragua.
Our Operations in the Rest of SCA&C
Overview. As of December 31, 2024, we held a non-controlling position in National Cement Ltd. in the Cayman Islands, Maxcem Bermuda Ltd. in Bermuda and Societe des Ciments Antillais, a company with cement operations in Guadalupe and Martinique. As of December 31, 2024, Cemex España additionally indirectly held a 100% interest in Cemex Jamaica Limited, which operates one calcined limestone plant in Jamaica with a capacity of 105,000 tons per year and one hydrate line with a capacity of 2,500 tons per year.
As of December 31, 2024, we operated a network of five marine terminals in these countries, which facilitated exports from our operations in Mexico, the Dominican Republic and Puerto Rico. Three of our marine terminals are in the Bahamas. As of December 31, 2024, we also had a non-controlling interest in two other terminals, one in Bermuda and one in the Cayman Islands. We also had one distribution center and one marine terminal in Guyana and one distribution center in Peru.
Capital Expenditures. In our operations in the Rest of SCA&C segment, we made capital expenditures of $1 million in 2022, $4 million in 2023 and $7 million in 2024.
Urbanization Solutions. In Jamaica, for the year ended December 31, 2024, in terms of revenues, our Urbanization Solutions business consisted primarily of lime. This business serves specific customers.
Our Trading Operations
In 2024, we traded approximately 12 million tons of cementitious and non-cementitious materials in more than 60 countries, including approximately 8 million tons of cement and clinker and approximately 3 million tons of cementitious and other materials. In addition, we traded approximately 2 million tons of certain primary fuels. More than 3 million tons of the traded cement and clinker consisted of exports from our operations in Mexico, Croatia, Spain, Germany, Trinidad and Tobago, and Panama, among others. Slightly more than 5 million tons remaining were purchased from third parties in countries such as Vietnam, Saudi Arabia, Turkey, Spain, Egypt, Algeria and Costa Rica, among others. In 2024, we traded approximately 3 million tons of granulated blast furnace slag, and ground granulated blast furnace slag a non-clinker cementitious material, and slightly less than 1 million tons of other products.
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We believe that our trading network enables us to maximize the capacity utilization of our facilities worldwide while reducing our exposure to the inherent cyclicality of the cement industry. We are generally able to distribute excess capacity to regions around the world where there is demand. In addition, we believe that our worldwide network of strategically located marine terminals allows us to coordinate maritime logistics on a global basis and minimize transportation expenses. Our trading operations also enable us to explore new markets without significant initial capital expenditure. Freight rates, which account for a large share of the total import supply cost, have been subject to significant volatility in recent years. However, our trading operations have obtained significant savings by contracting maritime transportation in due time and by using our own and chartered fleets, which transported approximately 70% of our coal, pet coke, cement, and clinker traded volume during 2024. In addition, we provide freight related services to third parties, which allows us to generate additional revenues.
Our Cement and Grinding Plants
The following table provides a summary of our cement and grinding plants, including location, used capacity, including grinding mill production, and years of operation as of and for the year ended December 31, 2024:
| Location |
Used Capacity |
Years of Operation(1) |
||||||
| Mexico |
||||||||
| Atotonilco, Hidalgo |
1,163,176 | 66 | ||||||
| Barrientos, Estado de México |
598,334 | 80 | ||||||
| Ensenada, Baja California |
390,120 | 49 | ||||||
| Guadalajara, Jalisco |
688,565 | 51 | ||||||
| CPN, Sonora |
441,042 | 44 | ||||||
| Hidalgo, Nuevo León |
103,996 | 119 | ||||||
| Huichapan, Hidalgo |
3,272,790 | 40 | ||||||
| Mérida, Yucatán |
650,897 | 71 | ||||||
| Monterrey, Nuevo León |
1,302,058 | 105 | ||||||
| Tamuín, San Luis Potosí |
1,389,627 | 60 | ||||||
| Tepeaca, Puebla |
3,032,267 | 30 | ||||||
| Torreón, Coahuila |
1,002,679 | 58 | ||||||
| Valles, San Luis Potosí |
332,483 | 59 | ||||||
| Yaqui, Sonora |
1,922,284 | 35 | ||||||
| Zapotiltic, Jalisco |
1,269,967 | 57 | ||||||
| United States |
||||||||
| Balcones, TX |
1,475,398 | 44 | ||||||
| Brooksville, FL (North) |
— | 49 | ||||||
| Brooksville, FL (South) |
1,192,751 | 37 | ||||||
| Clinchfield, GA |
425,272 | 50 | ||||||
| Demopolis, AL |
621,870 | 47 | ||||||
| Knoxville, TN |
479,680 | 45 | ||||||
| Miami, FL |
913,876 | 66 | ||||||
| Lyons, CO |
323,938 | 44 | ||||||
| Victorville, CA |
2,345,538 | 59 | ||||||
| Wampum, PA |
— | 59 | ||||||
| United Kingdom |
||||||||
| Rugby |
1,050,654 | 25 | ||||||
| Ferriby |
— | 58 | ||||||
| Tilbury |
318,434 | 16 | ||||||
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| Location |
Used Capacity |
Years of Operation(1) |
||||||
| Germany |
||||||||
| Rudersdof |
1,343,805 | 58 | ||||||
| Eisenhüttenstadt |
217,000 | 72 | ||||||
| Spain |
||||||||
| Alcanar |
845,235 | 56 | ||||||
| Castillejo |
480,760 | 113 | ||||||
| Lloseta |
— | 57 | ||||||
| Morata |
342,463 | 92 | ||||||
| San Vicente |
895,685 | 49 | ||||||
| Gador |
— | 48 | ||||||
| Poland |
||||||||
| Chelm |
1,378,973 | 64 | ||||||
| Rudniki |
710,018 | 59 | ||||||
| Gdynia |
239,697 | 24 | ||||||
| Czech Republic |
||||||||
| Prachovice |
795,104 | 70 | ||||||
| Detmarovice |
129,773 | 21 | ||||||
| Croatia |
||||||||
| Juraj |
1,171,150 | 112 | ||||||
| Kajo |
366,489 | 120 | ||||||
| Egypt |
||||||||
| Assiut |
3,304,233 | 38 | ||||||
| United Arab Emirates |
||||||||
| Falcon |
430,524 | 17 | ||||||
| Colombia |
||||||||
| Cucuta |
166,047 | 41 | ||||||
| Ibagué |
2,158,765 | 32 | ||||||
| Clemencia |
· | 11 | ||||||
| Santa Rosa |
461,065 | 42 | ||||||
| Panama |
||||||||
| Calzada Larga |
492,928 | 47 | ||||||
| Trinidad and Tobago |
||||||||
| Claxton Bay |
673,225 | 71 | ||||||
| Jamaica |
||||||||
| Rockport |
870,649 | 73 | ||||||
| Barbados |
||||||||
| St. Lucy |
62,486 | 41 | ||||||
| Dominican Republic(2) |
||||||||
| San Pedro de Macorís |
1,915,979 | 34 | ||||||
| Nicaragua |
||||||||
| San Rafael del Sur(3) |
376,106 | 82 | ||||||
| Managua |
258,430 | 9 | ||||||
| Puerto Rico |
||||||||
| Ponce |
272,799 | 34 | ||||||
| Peru |
||||||||
| Oquendo |
266,612 | 1 | ||||||
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| (1) | Approximate. |
| (2) | As of December 31, 2024, the assets and liabilities related to our operations in the Dominican Republic are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively. For the years ended December 31, 2022, 2023 and 2024, our operations in the Dominican Republic are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” See note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report for information related to the closing of the divestiture of our Dominican Republic operations. |
| (3) | Leased. |
For the aggregate installed cement production capacity of our cement plants by region, see “Item 4—Information on the Company—Business Overview.”
We have insurance coverage for our cement plants, which we believe is sufficient and in line with industry practices. However, in some instances, our insurance coverage may not be sufficient to cover all of our potential unforeseen losses and liabilities. In addition, our insurance coverage may not cover all the risks to which our cement plants may be exposed. See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—Our insurance coverage may not cover all the risks to which we, our board members, officers and employees may be exposed or may cover them to an amount that may not be sufficient to satisfy our requirements.”
Regulatory Matters and Legal Proceedings
A description of regulatory matters and legal proceedings existing as of December 31, 2024, in which Cemex, S.A.B. de C.V. and/or its affiliates and consolidated entities (“Cemex,” “us,” “we,” or “our”) are involved and/or are affected by, is provided below. Most of the matters and proceedings described herein are or were material, or could become material. Materiality is tested at a Cemex, S.A.B. de C.V. and its subsidiaries consolidated level. Not all regulatory matters and legal proceedings provided below are required to be publicly disclosed.
Antitrust Proceedings
Antitrust investigations in the construction chemicals sector
European Union. On October 17, 2023, the European Commission inspected our offices in France and requested certain information relating to our business in the construction chemicals sector, which includes chemical admixtures and additives for use in concrete, cement, mortars and related construction products in Europe, and specifically in France and Germany. As part of the same investigation, on July 3, 2024, the Polish Association of Construction Chemicals Producers (the “Polish Chemicals Association”), of which Cemex Polska Sp z o.o. (“Cemex Polska”) is a member, received a request for information from the European Commission. As of December 31, 2024, Cemex Polska had not received any requests from the European Commission in the investigation. To the extent that we produce construction chemicals, we do so primarily for internal consumption and consequently have insignificant third-party sales. We are fully cooperating with the authorities conducting this investigation. The fact that this investigation is being conducted does not mean that the European Commission has concluded that we or any association of which we are part have violated the law. As of December 31, 2024, due to the current stages of this investigation, we are not able to assess the likely outcome of the investigation as it relates to us or whether it would have a material adverse impact on our results of operations, liquidity and financial condition.
United States. On October 17, 2023, our operations in the United States received a grand jury subpoena issued by the DOJ in connection with an investigation of possible antitrust law violations in the cement additives and concrete admixtures (including chemical and mineral admixtures) sector. To the extent that we produce these products, we do so primarily for internal consumption and consequently have fairly insignificant third-party sales. We are fully cooperating with the authorities conducting this investigation. The fact that this investigation is being conducted does not mean that the DOJ has concluded that we have violated the law. As of December 31, 2024, due to the current stages of this investigation, we are not able to assess the likely outcome of the investigation as it relates to us or
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whether it would have a material adverse impact on our results of operations, liquidity and financial condition. Consolidated class action lawsuits against the admixtures and additives producers were also filed in September 2024 by direct and indirect purchasers. However, as of December 31, 2024, Cemex had not been included as a defendant and we are not certain if Cemex would be included as a defendant in either of these class actions in the future. If we were to be included as a defendant, we do not know the likelihood that either proceeding would be resolved adversely against us and or whether it would have a material adverse effect on our results of operations, liquidity or financial condition.
Polish Antitrust Investigation
On January 2, 2007, Cemex Polska received a notification from the Polish Competition and Consumer Protection Office (the “Protection Office”) informing it of the formal initiation of an antitrust proceeding against all cement producers in Poland, including Cemex Polska and another of our indirect subsidiaries in Poland. The notification alleged that there was an agreement between all cement producers in Poland regarding prices and other sales conditions for cement, an agreed division of the market with respect to the sale and production of cement, and the exchange of confidential information, all of which limited competition in the Polish market with respect to the production and sale of cement. On December 9, 2009, the Protection Office delivered to Cemex Polska its decision against Polish cement producers related to an investigation which covered a period from 1998 to 2006. The decision-imposed fines on a number of Polish cement producers, including Cemex Polska. The fine imposed on Cemex Polska was 115.56 million Polish Zloty ($27.98 million as of December 31, 2024, based on an exchange rate of 4.13 Polish Zloty to $1.00), which was 10% of Cemex Polska’s total revenue in 2008. Cemex Polska disagreed with the decision, denied that it committed the practices alleged by the Protection Office and, therefore, on December 23, 2009, Cemex Polska filed an appeal before the Polish Court of Competition and Consumer Protection in Warsaw (the “First Instance Court”). After a series of hearings, on December 13, 2013, the First Instance Court issued its judgment in regard to the appeals filed by Cemex Polska and other cement producers, which were previously combined into a joint appeal. The First Instance Court reduced the penalty imposed on Cemex Polska to 93.89 million Polish Zloty ($22.73 million as of December 31, 2024, based on an exchange rate of 4.13 Polish Zloty to $1.00), which was equal to 8.125% of Cemex Polska’s revenue in 2008. On May 8, 2014, Cemex Polska filed an appeal against the First Instance Court judgment before the Appeals Court of Warsaw. On March 27, 2018, after different hearings, the Appeals Court of Warsaw issued its final judgment reducing the fine imposed upon Cemex Polska to 69.4 million Polish Zloty ($16.80 million as of December 31, 2024, based on an exchange rate of 4.13 Polish Zloty to $1.00). This fine, which was equal to 6% of Cemex Polska’s revenue in 2008, was paid. On November 19, 2018, Cemex Polska filed before the Polish Supreme Court an extraordinary, narrow based cassation appeal against the Appeals Court of Warsaw’s judgment specifically seeking the reduction of the imposed fine. On July 29, 2020, the Polish Supreme Court rendered a judgment cancelling the Appeals Court of Warsaw’s decision with respect to the cement cartel process as it applied to Cemex Polska and four other cement producers. The cancelation was based on arguments raised in cassation regarding the calculation of penalties and the time at which the alleged agreement between the cement producers actually ended. Furthermore, the fine paid by Cemex Polska equal to 69.4 million Polish Zloty ($16.80 million as of December 31, 2024, based on an exchange rate of 4.13 Polish Zloty to $1.00) was returned to Cemex Polska on January 7, 2021.
Following the judgment issued by the Polish Supreme Court, the proceeding was referred again to the Appeals Court of Warsaw. On May 21, 2021, the Appeals Court of Warsaw, due to procedural reasons, cancelled the judgment of the First Instance Court issued on December 13, 2013, against five producers, including Cemex Polska, and referred the case to re-examination by the District Court of Warsaw, which would now serve as the court of first instance. On January 10, 2022, an appeal with the Polish Supreme Court was filed by Cemex Polska against the May 21, 2021 judgment of the Appeals Court of Warsaw. The appeal of Cemex Polska has concentrated on the wrongful appointment of judges of the Polish Supreme Court and selection of judges of the Appeals Court of Warsaw.
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The Protection Office has also filed an appeal with the Polish Supreme Court against the May 21, 2021 judgment of the Appeals Court of Warsaw, demanding that the Appeals Court of Warsaw conduct further proceedings, instead of the District Court of Warsaw. On January 24, 2023, Cemex Polska filed a motion for the Polish Supreme Court to carry out independence and impartiality tests on all three judges designated to consider the appeal of the Protection Office, requesting the exclusion of those judges determined to be not independent and impartial pursuant to the tests. Additionally, Cemex Polska made a formal request to the Polish Supreme Court to send the questions about the independence and impartiality tests of the judges (the “Judicial Questions”) to the European Court of Justice (“ECJ”) on the proper appointment of the challenged judges of the Polish Supreme Court and their impartiality. On March 15, 2023, the Polish Supreme Court sent the Judicial Questions to the ECJ, as requested by Cemex Polska, regarding the status of only one of the Polish Supreme Court judges designated for the case. Cemex Polska is acting as a party in the ECJ proceeding. On January 2, 2024, Cemex Polska filed a motion with the EJC requesting a formal hearing on the case. On March 7, 2024, the Polish Government, who is also acting as a party in the ECJ proceeding, delivered to the ECJ its written position regarding the independence of the Polish Supreme Court judge that sent the Judicial Questions to the ECJ, considering such judge to have been wrongly appointed and thus, shall not be treated as entitled to act as an independent judge in front of the ECJ. On June 3, 2024, the ECJ informed the selection of the chamber for the case that the case will be conducted without an Advocate General opinion nor a court hearing. On November 7, 2024, the ECJ rejected to answer the Judicial Questions. No further recourse is available regarding the examination of the Judicial Questions. Court proceedings relating to this matter are expected to last between three and five years, depending on the priority given to it by the chamber adjudicating the case.
As of December 31, 2024, given that the case will be re-examined by the Polish Supreme Court and that Poland is undergoing a process for new legislation regarding the appointment and status of judges’ impartiality, at this stage we are not able to assess if Cemex Polska would receive an adverse resolution that could lead to any fines, penalties or remedies against our operations in Poland, but while we believe an adverse resolution is not probable, if adversely resolved, we do not expect that any fines, penalties or remedies would have a material adverse effect on our results of operations, liquidity or financial condition.
Antitrust Cases in Georgia and South Carolina
On July 24, 2017, two ready-mix concrete producers filed a lawsuit in a U.S. Federal Court in the state of Georgia against certain subsidiaries of Cemex in the United States and other companies alleging customer allocation and price fixing in both the ready-mix concrete and cement markets in the coastal Georgia and southeastern coastal South Carolina areas. The claims were ultimately dismissed. On October 17, 2022, in respect to a motion by the plaintiffs, an order administratively reopening the lawsuit was entered to allow for limited discovery to proceed through February 17, 2023. On October 21, 2024, an order allowing discovery to proceed without limitation was entered. As of December 31, 2024, while we cannot assess with certainty the likelihood of an adverse result in this lawsuit, we believe a final adverse resolution to this lawsuit is not probable; and, if adversely resolved, we believe an adverse resolution should not have a material adverse impact on our results of operations, liquidity and financial condition.
Antitrust Investigation in Colombia
On September 5, 2013, Cemex Colombia was notified of Resolution No. 49141 dated August 21, 2013, issued by the Colombian Superintendency of Industry and Commerce (Superintendencia de Industria y Comercio) (“SIC”) pursuant to which the SIC opened an investigation and issued a statement of objections (pliego de cargos) against five cement companies and 14 directors of those companies, including Cemex Colombia, for alleged anti-competitive practices.
On December 11, 2017, the SIC’s Chief Superintendent decided to impose a sanction against Cemex Colombia, two other cement companies and six natural persons, for entering into an agreement to fix gray cement prices in Colombia. The fines imposed upon Cemex Colombia, which were paid on January 5, 2018, amounted to $73.77 billion Colombian Pesos ($16.74 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00).
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Cemex Colombia decided not to file a reconsideration request, and, instead, on June 7, 2018 it filed an annulment and reestablishment of right claim (acción de nulidad y restablecimiento de derecho) before the Administrative Court (Tribunal Contencioso Administrativo) requesting that the charges brought forth by the SIC be annulled and that the restitution is made to Cemex Colombia of the fine it had paid, with any applicable adjustments as provided by Colombian law. As of December 31, 2024, the claim has not been resolved. As of December 31, 2024, we are not able to assess the likelihood of an adverse result in this matter, but if such matter is resolved adversely to us, and considering that the fines were paid in 2018, such adverse resolution should not have a material adverse impact on our results of operations, liquidity, and financial condition.
Environmental Matters
The following is a general discussion of environmental regulations and related matters, including in our major markets.
In the ordinary course of business, we are subject to a broad range of environmental laws and regulations in each of the jurisdictions in which we operate. These laws and regulations impose increasingly stringent environmental protection standards regarding, among other things, air emissions, wastewater discharges, the use and handling of hazardous waste or materials, waste disposal practices, facility siting and the remediation of environmental damage or contamination. Such standards expose us to the risk of substantial environmental costs, enforcement actions and other liabilities, including cleanup liabilities associated with divested assets and past activities and, in some cases, the acts and omissions of the previous owners or operators of a property or facility that we own or operate. Furthermore, in some jurisdictions, certain environmental laws and regulations impose liability without regard to fault or the legality of the original activity at the time of the actions giving rise to liability. In line with our global initiatives on environmental management, we maintain environmental procedures and protocols designed to monitor and respond to environmental developments. Our environmental policies require that our subsidiaries respect and comply with local laws and meet our own internal standards to minimize the use of non-renewable resources and the generation of hazardous and other wastes. We use processes that are designed to reduce the impact of our operations on the environment throughout all the production stages in all our operations worldwide. In addition, during 2012 we started the implementation at our operating sites of an internal global Environmental Management System (the “Cemex EMS”) that provides a framework, based on the ISO 14000 certification, to facilitate the consistent and systematic implementation of practical, risk-based environmental management at our operating sites. The Cemex EMS is designed to be used to support sites and businesses across Cemex globally to document, maintain and continuously improve our environmental performance. As of December 31, 2024, substantially all of our operating sites in Mexico, the United States, EMEA, and SCA&C have implemented the Cemex EMS or a similar environmental management system (i.e., ISO 14000 certifications or Eco-Management and Audit Schemes). As of December 31, 2024, most of our remaining environmental management system implementation efforts are directed towards our aggregates, ready-mix, and cement plants.
Environmental expenditures designed to extend useful life, increase the capacity, improve the safety or efficiency of assets, or are incurred to mitigate or prevent future environmental contamination, may be capitalized. Other environmental costs are expensed when incurred. For the years ended December 31, 2022, 2023, and 2024, our sustainability-related capital expenditures (including our environmental expenditures and investments in alternative fuels and cementitious materials) were $170.8 million, $150 million, and $215 million, respectively. We also regularly incur capital expenditures that have an environmental component or that are impacted by environmental regulations. However, we do not keep separate accounts for such mixed capital and environmental expenditures.
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International Climate Regime
The UNFCCC entered into force on March 21, 1994. It has now been ratified by 198 countries. The aim of the UNFCCC is preventing dangerous human interference with the climate system. The Kyoto Protocol to the UNFCCC set legally binding emission reduction targets for industrialized countries (including countries in the EU) during two separate “commitment periods,” both of which have expired as of December 31, 2024.
In order to be able to maintain the international climate protection process after 2020, a new climate agreement was required. This resulted in the adoption in 2015 of the Paris Agreement, which is a separate instrument under the UNFCCC, which became enforceable in 2016. Parties to the Paris Agreement agree to limit global warming to well below 2°C and pursue efforts to limit it to 1.5°C. Under the Paris Agreement, each party must submit a “Nationally Determined Contribution” or “NDC,” which is, broadly speaking, a climate action plan to cut emissions and adapt to climate impacts. Parties to the Paris Agreement are free to choose how to implement their NDCs domestically, including what legislation to put in place. NDCs are required to be updated every five years. Some of the legislation we summarize below reflects legislation that has been or is being put in place at least in part in order to allow compliance with NDCs.
As of December 31, 2024, it was uncertain if the next round of NDCs to be submitted in 2025 would lead to the implementation of any further regulations, and if any such implementation would have a material adverse impact on our results of operations, liquidity, and financial condition.
Mexico
We were one of the first industrial groups in Mexico to sign an agreement with the Mexican Ministry of Environment and Natural Resources (Secretaría del Medio Ambiente y Recursos Naturales) (“SEMARNAT”) to carry out voluntary environmental audits in our 15 Mexican cement plants under a government-run program. In 2001, the Mexican Environmental Protection Agency (Procuraduría Federal de Protección al Ambiente) (“PROFEPA”), which is part of SEMARNAT, completed the audit of our cement plants and awarded each of them a Clean Industry Certificate (Certificado de Industria Limpia) (“CIC”) certifying that our cement plants are in full compliance with applicable environmental laws. The CICs are subject to renewal every two years. As of December 31, 2024, our operating cement plants in Mexico had CICs or are in the process of renewing them.
For over three decades, the technology for co-processing used alternative fuels into an energy source has been employed in our cement plants in Mexico. By the end of 2010, all our operating cement plants in Mexico were using alternative fuels. Overall, 35.2% of the total fuel used in our operating cement plants in Mexico during 2024 was comprised of alternative fuels. In January 2021, a modification to the General Waste Law was published in the Official Mexican Gazette (Diario Oficial de la Federación) to include co-processing as part of the industrial process, providing that authorizations granted by the SEMARNAT under federal licenses will remove the need for authorizations at the State level.
In 2022, 2023 and 2024 our operations in Mexico invested $43.79 million, $24.54 million, and $24.96 million, respectively, in the acquisition of environmental protection equipment and the implementation of the integrated management system (ISO 9001, 14001, and 4500), for a total of $277.53 million since 1999 as of December 31, 2024. The audit to obtain the renewal of the ISO 14001:2015 certification took place during 2023, and all our operating cement plants in Mexico obtained the renewal of the ISO 14001:2015 certification for environmental management systems, which is valid until February 2027.
Emissions Control and Raw Materials Extraction
On June 6, 2012, the General Law on Climate Change (Ley General de Cambio Climático) (the “Climate Change Law”) was published in the Official Mexican Gazette. The Climate Change Law establishes a legal framework to regulate policies for climate change mitigation and adaptation. Important provisions of the Climate Change Law require the development of secondary legislation and depend on the publication of subsequent implementing regulations.
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For instance, the Climate Change Law provides, among other things, for (i) the elaboration of a registry of the emissions that are generated by fixed sources, (ii) companies to report their emissions, if required, and (iii) the application of fines to those companies that fail to report or that report false information. In this regard, on October 29, 2014, the Regulations to the General Law on Climate Change Regarding the National Registry of Emissions (Reglamento de la Ley General de Cambio Climático en Materia del Registro Nacional de Emisiones) (the “Regulations”) became effective. As of December 31, 2024, Cemex has been granted the positive opinions GHG emission by a certified and approved third party for all its required plants and has reported them to the PROFEPA. The purpose of the Regulations is to govern the Climate Change Law regarding the National Registry of Emissions, identifying the sectors and subsectors, which include among others, the cement industry, that must file the corresponding reports before the National Registry of Emissions. We had previously reported our direct and indirect CO2 emissions to SEMARNAT under a voluntary scheme. The Climate Change Law also allows for the establishment of specific GHG reduction targets in accordance with the respective contribution of each economic sector to the national GHG emissions. A Special Tax on Production and Services (Impuesto Especial Sobre Producción y Servicios) on the sale and import of fossil fuels was included in the tax reform that became effective on January 1, 2014. As of December 31, 2024, pet coke, a primary fuel widely used in our kilns in Mexico is taxed at a rate of Ps 24.6014 per ton ($1.81 per ton as of December 31, 2024, based on an exchange rate of Ps 20.83 to $1.00).
On October 1, 2019, SEMARNAT published the basis for a trial emissions trading program (Programa de prueba del Sistema de Comercio de Emisiones). The trial program set forth an initial 24-month pilot phase for the adoption of the program that started on January 1, 2020 and concluded on December 31, 2021, and was followed by a 12-month period to transition to the operative stage, which ended on December 31, 2022. The trial program did not have any economic consequences for the participants. During a conference on climate change, the Mexican government presented the contribution determinations, increasing the national GHG reduction goal from 22% to 35% in 2030, with respect to its baseline. As of December 31, 2024, the Mexican Emissions Trading System (Sistema de Comercio de Emisiones) (“Mexican ETS”) has not begun its Phase I, which is expected to take place from January 1, 2026 to December 31, 2030. As of December 31, 2024, the operating rules of the Mexican ETS for Phase I are under review by the SEMARNAT and the amount of free allocations to be assigned to each participating sector in Phase I of the Mexican ETS, including to the cement industry, is expected to be calculated taking into account the national target of reducing GHG emissions by 35% by 2030 against a 2013 baseline, as well as the participating sectors’ growth projection factors which have been finalized and determined by the National Institute of Ecology and Climate Change (Instituto Nacional de Ecología y Cambio Climático). As of December 31, 2024, we do not expect Phase I of the Mexican ETS will have a material adverse impact on our results of operations, liquidity, and financial condition.
As of December 31, 2024, taxes on the extraction of raw materials and/or GHG emissions (the “Ecological Taxes”) are in effect or will come into effect in 18 states. Seven of those states’ Ecological Taxes have a direct impact on Cemex’s operations and, as of December 31, 2024, are in effect: Quintana Roo, Nuevo León, Querétaro, Yucatán, Estado de Mexico, San Luis Potosí, and Coahuila. In these states, the Ecological Taxes on the extraction of raw materials range from 0.11 Units of Measurement and Update (Unidad de Medida y Actualización) (“UMA”) per m3 of material to 1.5 UMAs per m3 of material; and Ecological Taxes on CO2 e emissions range from Ps 58 per ton of CO2 e ($2.78 per ton of CO2 e as of December 31, 2024, based on an exchange rate of Ps 20.83 to $1.00) to 5.6 UMAs or Ps 607.9 per ton of CO2 e ($29.18 per ton of CO2 e as of December 31, 2024, based on an exchange rate of Ps 20.83 to $1.00). As of December 31, 2024, an UMA equals Ps 108.57 ($5.21 as of December 31, 2024, based on an exchange rate of Ps 20.83 to $1.00). As of December 31, 2024, Cemex has filed constitutional challenges against the Ecological Taxes in (i) Quintana Roo, which was resolved in Cemex’s favor, and thus, Cemex is not bound to pay the state’s Ecological Taxes; (ii) Coahuila, which was resolved in Cemex’s favor and thus, Cemex is not bound to pay the state’s Ecological Taxes; (iii) Yucatán, which was resolved against Cemex, and, as of December 31, 2024, we are evaluating next steps we may take to prevent the application of these taxes to our operations; (iv) Querétaro, which is expected to be resolved in the next two years; and, (v) Estado de México, which is expected to be resolved in the next two years.
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As of December 31, 2024, Cemex, in the states where it would still be allowed to, expects to file constitutional challenges against the Ecological Taxes where constitutional challenges have not yet been filed. If Cemex is unable to obtain favorable resolutions relating to the constitutional challenges in the states where they are yet to be resolved and the states where constitutional challenges are expected to be filed, as of December 31, 2024, we expect that the aggregate impact of the Ecological Taxes could have an adverse impact on our results of operations, liquidity, and financial condition, which could even be material depending on the volume of raw materials that are extracted and/or the levels of GHG emissions, if any; however, notwithstanding these adverse effects, this development is not expected to adversely affect our operations and commercial relationships with clients or suppliers or our ability to meet our financial obligations.
Energy Procurement
On August 12, 2014, a package of energy reform legislation became law in Mexico. The then newly enacted energy reform legislation, which included nine new laws, as well as amendments to existing laws, implemented the December 2013 constitutional energy reform and established a new legal framework for Mexico’s energy industry. One of the new laws that was enacted is the Electric Industry Law (Ley de la Industria Eléctrica) (the “Electric Industry Law”), which establishes a legal framework for electricity-related activities in Mexico and structurally changed the national electric industry, creating a wholesale energy market in which companies can acquire power and associated products, directly from market participants, which include privately owned generators and suppliers, as opposed to only acquiring energy from the Federal Electricity Commission (Comisión Federal de Electricidad) (“CFE”). On October 31, 2014, certain rules and regulations related to the energy reform legislation, including the regulations of the Electric Industry Law, were published. As part of the Electric Industry Law, a system for tradable clean energy certificates was created and certain clean energy procurement obligations were imposed on consumers. The clean energy procurement obligations for 2018 to 2025 were announced by the Mexican Energy Regulatory Commission (Comisión Reguladora de Energía) (“CRE”) at 5%, 5.8%, 7.4%, 10.9%, 13.9%, 13.9%, 13.9%, and 13.9%, respectively. Further increases to this requirement are expected for future years. Cemex’s operations in Mexico have ongoing commitments to procure power from renewable projects operating under the “self-supply” framework of the former Electric Energy Public Service Law, and the energy supplied under these contracts is exempted from the clean energy obligation. Nonetheless, since 2018, from time to time, we have acquired clean energy certificates in an immaterial amount to comply with the clean energy obligations for the fraction of energy supply that does not come from clean generators. Over time, according to the penalty levels set by the CRE, non-compliance with the clean energy procurement obligations could have a material adverse impact on our business or operations in Mexico, but as of December 31, 2024, we are not able to assess if any such impact would in turn have a material adverse impact on our results of operations, liquidity, and financial condition. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Regulatory Matters and Legal Proceedings—Environmental Matters—Mexico—Constitutional Energy Reform” for information regarding the recent replacement of the Electric Industry Law.
On September 8, 2015, the Electricity Market Rules (Bases del Mercado Eléctrico) (the “Rules”) were published in the Official Mexican Gazette and became effective on September 9, 2015. The Rules contain the design and operation principles of the different components of the wholesale electricity market (the “Electricity Market”) and, together with the Electric Industry Law and several administrative provisions and guidelines issued by CRE, regulate the possibility for consumers to enter into supply agreements with CFE or with private suppliers participating in the Electricity Market. As of December 31, 2024, we are authorized participants in the Electricity Market. Additionally, Cemex participated as a buyer in the third long-term power auction organized in 2017 by CENACE, through the clearinghouse in charge of the agreements awarded through the auctions and was awarded a 20-year contract for 16,129 clean energy certificates per year for compliance starting in 2020 and 14.9 GWh/a of electric power.
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During 2016, a new electrical standards code for the national grid’s operation was issued in Mexico (Código de Red) (the “Code”). The Code establishes new standards for electrical operation and safety that begun to be enforced in 2019 against consumers connected to the national grid, including Cemex and generators. On December 31, 2021, the CRE published a resolution in the Official Mexican Gazette through which it issued a revised version of the Code (the “2.0 Code”). The 2.0 Code came into force as of January 1, 2022, and among other things, provides (i) the technical requirements applicable to load centers that are connected, or intend to connect, to the public service for the generation, transmission and distribution of electric energy (the “National Electric System”) at medium or high tension, in order to guarantee the efficiency, quality, reliability, continuity, safety and sustainability of the system, (ii) the obligation for renewable power plants to participate in primary frequency control, (iii) a procedure to execute root cause assessments of disturbances in the National Electric System and (iv) a new procedure to reduce the generation of electric power upon the occurrence of extraordinary conditions in the National Electric System. As of December 31, 2024, compliance with the 2.0 Code has not required material investments across our operating assets in Mexico and we do not foresee that it will be required in the future.
On May 28, 2020, during an extraordinary meeting, the CRE approved two resolutions which call for increases to the transmission charges payable to the CFE by all electric power generators, with renewable and conventional power plants, operating under interconnection agreements granted pursuant to the framework of the Electricity Energy Public Service Law (Ley del Servicio Público de Energía Eléctrica) (“Grandfathered Generators”) which are subject to the laws and regulations that were applicable before entry into force of the Electric Industry Law (the “CRE Resolutions”). Under the CRE Resolutions, these new wheeling charges for the transmission service constitute an exponential and immediate increase for Grandfathered Generators and were applied by CFE as of July 2020. While the entities legally obliged to pay for those transmission costs are Grandfathered Generators, the end-users of self-supply projects must hold a minority participation in the Grandfathered Generators from whom they receive the power supply. Thus, depending on the structure agreed in the corresponding power supply agreements (which could consist of pass-through provisions for such transmission costs), end-users under the grandfathered “self-supply” scheme, including Cemex, may run the risk of transmission costs and be obligated to pay the relevant grandfathered projects for said incremental costs.
As of December 31, 2024, the Grandfathered Generators that supply electric energy to our operations in Mexico have all obtained injunctions against the applicable CRE Resolutions and two of them have obtained favorable resolutions in their constitutional challenges, nullifying all the provisions and effects of the CRE Resolutions. These favorable resolutions are final and definitive as no further recourse is available. As wheeling charges under certain arrangements with the Grandfathered Generators that supply electric energy to our operations in Mexico are structured under a pass-through mechanism typical of these types of “self-supply” projects, an adverse resolution in the constitutional challenges filed by the other Grandfathered Generators would have exposed Cemex to the increases called for by the CRE Resolutions and would have entailed an increase in the electricity transmission charges for our plants in Mexico. On August 28, 2020, we filed a constitutional challenge against the CRE Resolutions applicable to Grandfathered Generators operating conventional power plants, which we withdrew in March 2024. These withdrawals do not have a negative impact for Cemex, considering the Energy Industry Law Reform has been declared unconstitutional (as described below), and the Grandfathered Generators have obtained favorable resolutions to the constitutional challenges filed against the increase in transmission charges and were granted authorization to participate and operate in the Electricity Market. As of December 31, 2024, this matter and any proceedings related thereto are considered finalized and should not have a material adverse impact on our business, operations and contractual obligations in Mexico.
On March 9, 2021, a decree amending several key provisions of the Electric Industry Law was published in the Official Mexican Gazette (the “Energy Industry Law Reform”).
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The Energy Industry Law Reform, among other consequences, (i) strengthens CFE’s powers in Mexico’s energy sector and grants its hydropower and conventional power plants preferential grid dispatch over privately-owned plants and priority on the use of transmission and distribution infrastructure over power plants owned by private parties relegating the current position private suppliers hold in the dispatch order; (ii) changes the economic dispatch in the Electricity Market from variable production costs to total unit costs; (iii) restricts the access to the national grid and general distribution network infrastructure by establishing new discretionary rules and restrictions on open access for interconnection requests to the national grid; (iv) subjects applications for power generation permits to new requirements for meeting certain planning criteria discretionarily established by the Mexican Ministry of Energy (Secretaría de Energía, the “SENER”); (v) changes the methodology to determine the granting of clean energy certificates, allowing plants built before the publication of the Electric Industry Law to issue certificates; and (vi) allows the CRE to (x) unilaterally and retroactively revoke any power generation permits granted to Grandfathered Generators, if found to have been obtained fraudulently, and (y) allows CFE to renegotiate power purchase agreements entered with independent power producers, both of which are subject to the laws and regulations that were applicable before the Mexican energy reform of 2014. Shortly thereafter, federal judges granted injunctions under constitutional challenges filed by several private generators (including the Grandfathered Generators that supply electric energy to our operations in Mexico) and other participants in the Electricity Market affected by the amendments, temporarily suspending the effects of the Energy Industry Law Reform not only with respect to the parties that filed the constitutional challenges, but also on a general basis for all participants in the Electricity Market, though SENER filed appeals to challenge such rulings. By the end of the third quarter of 2021, several injunctions granted on a general basis had been revised by Federal Circuit Courts of Appeals to limit their protective effects exclusively to private generators that filed constitutional challenges against the Energy Industry Law Reform, including the Grandfathered Generators that supply electric energy to our operations in Mexico. On April 8, 2021, a group of Senators filed an unconstitutionality claim (acción de inconstitucionalidad) (the “Unconstitutionality Claim”) against the Energy Industry Law Reform. Moreover, on April 22, 2021, Mexico’s antitrust regulator (Comisión Federal de Competencia Económica) (“COFECE”) filed a legal controversy claim with the Mexican Supreme Court arguing that the Energy Industry Law Reform adversely affects the competitive nature of Mexico’s energy market. Although on April 7, 2022, the Mexican Supreme Court dismissed the Unconstitutionality Claim as it did not reach the required votes to declare the unconstitutionality of any of the contested provisions of the Energy Industry Law Reform, it laid out several arguments in its decision that could form the basis for future resolutions to ongoing constitutional challenges in favor of declaring the unconstitutionality of the different provisions of such reforms. Additionally, COFECE’s controversy claim was dismissed by the Supreme Court on April 18, 2022. The Mexican Supreme Court’s dismissal of the Unconstitutionality Claim and COFECE’s controversy did not revoke the injunctions granted against the enforcement of the Energy Industry Law Reform (including those granted to the Grandfathered Generators that supply electric energy to our operations in Mexico). In February 2024, the Mexican Supreme Court declared the Energy Industry Law Reform unconstitutional, and the constitutional challenges filed against the Energy Industry Law Reform by the private generators were withdrawn during the first quarter of 2024. As of December 31, 2024, this matter should not have a material adverse impact in our operations, results of operations, liquidity, and financial condition.
On May 21, 2021, SENER published in the Official Mexican Gazette the “Decree by means of which several provisions of the Hydrocarbons Law are added and amended” (Decreto por el que se reforman y adicionan diversas disposiciones de la Ley de Hidrocarburos or the “Hydrocarbons Law Reform”), imposing additional burdens to private parties who carry out activities related to petroleum, petroleum derivates and natural gas, to the benefit of CFE and PEMEX, and could potentially affect end-users, such as Cemex. The Hydrocarbons Law Reform entered into force on May 5, 2021, among other things, (i) increases requirements for obtaining new permits, (ii) imposes new conditions on existing permits and (iii) imposes new grounds for revocation of permits. We have not yet determined if the Hydrocarbons Law Reform could have a material adverse impact on our results of operations, liquidity, or financial condition. Although several federal judges had originally issued injunctions against the Hydrocarbons Law Reform, which prevented its application on a general basis, as of December 31, 2024, some of the decisions of the federal judges granting such injunctions have been reversed by Federal Circuit Courts of Appeals, which have lifted some of the injunctions and dismissed some constitutional challenges filed by private parties against the Hydrocarbons Law Reform.
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However, the legal effects of the amendments introduced by the Hydrocarbons Law Reform will continue to be suspended until Federal Circuit Courts of Appeals revoke the last of the injunctions granted on a general basis. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Regulatory Matters and Legal Proceedings—Environmental Matters—Mexico—Constitutional Energy Reform” for information regarding the recent replacement of the Hydrocarbons Law Reform.
On October 23, 2023, a presidential decree was published in the Official Mexican Gazette establishing measures to combat the illicit fuel market related to the import of goods regulated by SENER. As a result of this presidential decree, an import permit from SENER is now required to import pet coke. As of December 31, 2024, we have an import permit set to expire on December 17, 2025. As of December 31, 2024, even though we believe we should be able to renew this permit in the future, our inability to obtain a renewal of the permit could have a material adverse impact on our operations, results of operations, liquidity, and financial condition.
On October 31, 2024, a constitutional amendment on energy, internet, transportation and state-owned productive companies’ matters (the “Constitutional Energy Reform”) came into force. The Constitutional Energy Reform aims to ensure that, although private entities will be able to participate in activities in the electricity industry, state-owned companies will have priority, with the obligation to guarantee social responsibility, continuity and accessibility of the electricity service. As of December 31, 2024, we cannot assess with certainty if the Constitutional Energy Reform and its implementing laws and regulations will have a material adverse impact on our results of operations, liquidity, and financial condition.
In December 2024, Mexico amended its Constitution with the aim of administrative simplification, streamlining government structure, eliminating redundant administrative processes that increase operational costs, and simplifying procedures. Among the main changes introduced in this reform, include the dissolution of seven autonomous regulatory bodies whose functions are to be absorbed by the executive branch, including (i) CRE, through the SENER, (ii) the National Hydrocarbons Commission (Comisión Nacional de Hidrocarburos) (“CNH”), through the SENER, and (iii) COFECE, through a new competition agency with legal personality and independent assets, as well as technical and operational autonomy in its decisions, organization, and functioning. As of December 31, 2024, implementing laws and regulations of these constitutional reforms are not in effect. As of December 31, 2024, we cannot assess with certainty if this constitutional reform and its implementing laws and regulations could have a material adverse impact on our operations, results of operations, liquidity, and financial condition.
United States
Our operating subsidiaries in the United States are subject to a wide range of U.S. federal, state and local laws, regulations and ordinances dealing with the protection of human health and the environment that are strictly enforced and can lead to significant penalties for noncompliance. These laws regulate, among other things, water discharges, noise, emissions of air pollutants (including dust), and the handling, use and disposal of hazardous and non-hazardous waste materials. U.S. laws and regulations also expose us to the risk of substantial environmental costs and liabilities for environmental contamination, including contamination associated with divested assets and past activities and, in some cases, the acts and omissions of the previous owners or operators of a property or facility. Those laws may result in liable parties sharing the costs of cleaning up releases to the environment of designated hazardous substances or they may result in a single liable party bearing all the costs of cleanup, even if more than one party contributed to the contamination. We therefore may have to conduct environmental remediation associated with the disposal or release of hazardous substances at our various operating facilities, or at sites in the United States to which we sent hazardous waste for disposal. We believe that our procedures and practices as of December 31, 2024 for handling and managing materials are generally consistent with industry standards and legal requirements.
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We also believe that we take appropriate precautions designed to protect employees and others from harmful exposure to hazardous materials.
As of December 31, 2024, Cemex, Inc. and its subsidiaries had accrued liabilities specifically relating to environmental matters in the aggregate amount of $37.2 million. The environmental matters relate to (i) the disposal of various materials, in accordance with past industry practice, that might be categorized as hazardous substances or waste and (ii) the cleanup of hazardous substances or waste at sites used or operated by Cemex, Inc. and its subsidiaries including discontinued operations, either individually or jointly with other parties. Most of these matters are in the preliminary stages, and a final resolution might take several years. Cemex, Inc. and its subsidiaries accrue for liability when we determine it is probable that a liability has been incurred and the amount of the liability is reasonably estimable, whether or not claims have been asserted, and without giving effect to any possible future recoveries. The ultimate cost that might be incurred to resolve these environmental issues cannot be assured until all environmental studies, investigations, remediation work, and negotiations with, or litigation against, potential sources of recovery have been completed. Actual cost therefore may be greater than or less than the amounts accrued. Based on the information developed as of December 31, 2024, Cemex, Inc. does not believe it will be required to spend significant sums on these matters in excess of the amounts previously recorded.
In 2007, the EPA launched a CAA enforcement initiative against the U.S. cement industry. The primary goal of the initiative was to assess the industry’s historic compliance with the CAA’s New Source Review program and to reduce emissions from the industry through the installation of add-on controls. We actively engaged with the EPA on its investigations, which involved multiple of our facilities in the United States, and entered into four settlements involving a total of $6.1 million in civil penalties and a commitment to incur certain capital expenditures for pollution control equipment at our Victorville, California; Fairborn, Ohio (divested on February 10, 2017); Lyons, Colorado; Knoxville, Tennessee; Louisville, Kentucky (divested on March 6, 2020); Demopolis, Alabama; Odessa, Texas (divested on November 18, 2016); and New Braunfels, Texas plants. Based on our past experience with such matters and currently available information, as of December 31, 2024, we believe any further proceedings should not have a material adverse impact on our results of operations, liquidity, and financial condition.
In 2002, Cemex Construction Materials Florida, LLC (formerly Rinker Materials of Florida, Inc.) (“Cemex Florida”), a subsidiary of Cemex, Inc., was granted a federal quarry permit and was the beneficiary of another federal quarry permit, for the Lake Belt area in South Florida. The permit held by Cemex Florida covered its SCL and FEC quarries. Cemex Florida’s Kendall Krome quarry is operated under the permit of which it was a beneficiary. The FEC quarry is the largest of Cemex Florida’s quarries measured by volume of aggregates mined and sold. Cemex Florida’s Miami cement mill is located at the SCL quarry and is supplied by that quarry, while the FEC and Kendall Krome quarries have supplied aggregates to Cemex and third-party users. Environmental groups challenged those permits in court, which resulted in their withdrawal. In response to that litigation, the Army Corps of Engineers (“Corps”) conducted a multi-year review that ended with the issuance of new federal quarry permits for the FEC and SCL quarries. Excavation of new aggregates was stopped at the FEC and SCL quarries from January 20, 2009, until new permits were issued. Furthermore, permits to extend the areas available to mine at the FEC and SCL quarries were received on May 7, 2020, and July 22, 2020, respectively. The Corps later concluded that the wetlands at the Kendall Krome quarry are not subject to the jurisdiction of the Clean Water Act. Therefore, Clean Water Act permits are not required to continue mining at the Kendall Krome site. If Cemex Florida is unable to maintain the new Lake Belt permits, to the extent available, Cemex Florida would need to source aggregates from other locations in Florida or import aggregates. This would likely affect operating income from our operations in Florida. As of December 31, 2024, any adverse impacts on our Florida operations arising from the cessation or significant restriction of quarrying operations in the Lake Belt area could also have a material adverse impact on our results of operations, liquidity, and financial condition.
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Our operations in the United States are subject to a number of federal and state laws and regulations addressing climate change. On the federal side, EPA has promulgated a series of regulations pertaining to emissions of GHG from industrial sources. EPA issued the Mandatory Reporting of GHGs Rule, effective December 29, 2009, which requires certain covered sectors, including cement manufacturing, with GHG emissions above an established threshold to inventory and report their GHG emissions annually on a facility-by-facility basis. In addition, EPA has established GHG thresholds for the New Source Review Prevention of Significant Deterioration (“PSD”) and Title V Operating Permit programs (“Title V”). Cement production facilities are included within the categories of facilities required to obtain permits, provided that their GHG and other emissions exceed the applicable thresholds in the tailoring rule.
The PSD program requires new major sources of regulated pollutants and major modifications at existing major sources (in areas where the air quality meets any national ambient air standard) to secure pre-construction permits that establish, among other things, emissions limits on pollutants based on Best Available Control Technology (“BACT”).
According to EPA’s rules, new cement plants that are major sources of non-GHG pollutants regulated under the CAA, and existing cement plants that are both major sources of non-GHG pollutants and undergoing a major modification for non-GHG pollutants, and that will increase CO2e by 75,000 or more tons per year, need to obtain a PSD permit with GHG emissions limits based on BACT controls. Complying with these PSD permitting requirements can involve significant costs and delay. As of December 31, 2024, the costs of future GHG-related regulation of our facilities through these efforts or others could have a material economic impact on our U.S. operations and the U.S. cement manufacturing industry, which in turn could have a material adverse impact in our results of operations, liquidity, and financial condition.
With respect to state efforts to address climate change, in 2006, the State of California adopted the Global Warming Solutions Act (“Assembly Bill 32” or “AB32”) setting into law the goal of reducing the State’s carbon dioxide emissions. As part of the measures derived from AB32, the California Air Resources Board (“CARB”) developed a cap-and-trade program, enforced from 2013, that covers most industrial sources of GHG emissions in the State, including cement production facilities. The program involves setting a declining overall cap on emissions, allocating a declining number of allowances free of charge to covered installations, and conducting quarterly allowance auctions. Regulated facilities must subsequently surrender back to the regulator a number of allowances or qualified offset credits matching their verified emissions during the compliance period. Based on the free allowances received, our Victorville cement plant met all of its compliance obligations for the second compliance period (2015-2017) without a material impact on its operating costs; and also met all of its compliance obligations for the third compliance period (2018-2020) without a material impact on its operating costs. Furthermore, as of December 31, 2024, for our operations in California, we are actively pursuing initiatives to substitute fossil fuels for lower carbon fuels, improve our energy efficiency and utilize renewable power in an effort to economically reduce our direct and indirect GHG emission intensities. However, even with these ongoing efforts and the expected distribution of free allowances, as of December 31, 2024, the measures corresponding to future compliance periods of AB32, which may eventually require us to purchase emission allowances at increased prices due to their reduced availability, and the resulting overall costs of complying with a cap-and-trade program, could have an impact on our operations in California, which in turn could have an adverse impact on the results of operations, liquidity, and financial condition of our operations in the United States, and consequently on us.
In 2007, CARB approved a regulation that requires California equipment owners/operators to reduce diesel particulate and nitrogen oxide emissions from in-use off-road diesel equipment and to meet progressively more restrictive emission targets. In 2008, CARB approved a similar regulation for in-use on-road diesel equipment. The emission targets require us to retrofit our California-based equipment with diesel emission control devices or replace equipment with new engine technology in accordance with certain deadlines. As of December 31, 2024, compliance with the CARB regulations has resulted in equipment related expenses or capital investments, including overhauling engines and purchases of new equipment related to the CARB regulations, in excess of $120.0 million.
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As of December 31, 2024, we estimate that we may continue to incur substantial expenditures to comply with these requirements.
In 2019, Colorado adopted the Climate Action Plan to Reduce Pollution (House Bill 19-1261) (“CCAP”). The CCAP sets into law a goal to reduce the state’s GHG pollution levels by 26% by 2025, 50% by 2030 and 90% by 2050 compared to 2005 levels. Rulemaking to implement CCAP is now ongoing by the Colorado Department of Public Health and Environment, Air Pollution Control Division, and the resulting rules and regulations could result in requirements for additional emissions control technology and other changes in operating processes for cement manufacturers. Further, on October 22, 2021, the Colorado Air Quality Control Commission adopted the Greenhouse Gas Emissions and Energy Management for Manufacturing in Colorado rule (the “GEMM”). The GEMM became effective on December 15, 2021. The GEMM objective is to reduce air pollution, save energy, and improve air quality in communities near emitting facilities. It requires specific facilities in the state that produce 50,000 tons or more in GHG emissions, including our construction materials facility in Lyons, to, among other things, prepare and submit to the Air Pollution Control Division an energy and GHG audit demonstrating that they are using GHG Best Available Control Technologies and Energy Best Management Practices. If the audit shows a facility is using GHG Best Available Control Technologies and Energy Best Management Practices, it will still be required to reduce its GHG emissions by 5%. On the other hand, if a facility’s audit shows it is not using such best controls to save energy and reduce GHG emissions, it will need to reduce the same amount of emissions that those best controls would achieve, plus reduce an additional 5% in total GHG emissions. Additionally, in July 2021, Colorado adopted the Environmental Justice Act (House Bill 21-1266) (the “EJA”), which requires Colorado’s manufacturing sector as a whole to reduce GHG emissions 20% by 2030, based on 2015 reported emissions. The APCD submitted a proposal for the EJA (or GEMM Phase 2) to the Air Quality Control Commission in September 2023, and the rule was adopted on October 20, 2023. As of December 31, 2024, we are complying with GEMM Phase 1 and the EJA, which became effective on December 15, 2023.
Europe
European Union
In the EU, the cement sector is subject to a range of environmental laws of the EU and of individual Member States. The key EU laws are discussed in more detail below. More broadly, the European Climate Law sets a legally binding target of climate neutrality for the EU by 2050. EU institutions and the Member States are bound to take the necessary measures at EU and Member State level to meet the target, considering the importance of promoting fairness and solidarity among Member States. It also sets a 2030 climate target of at least 55% reduction of net emissions of GHG in comparison to 1990.
EU Industrial Permits and Emissions Controls
The Industrial Emissions Directive (2010/75/EU) (“IED”) is the main EU instrument regulating pollutant emissions from industrial installations. Under the IED, operators of industrial installations, including cement plants, are required to obtain an integrated permit from the relevant permitting authority in the Member States. These permits contain emission limit values and other conditions based on the application of a legal and technical concept called “Best Available Techniques” (“BAT”).
In order to define BAT and the BAT-associated environmental performance at EU level, the European Commission organizes an exchange of information with experts from Member States, industry and environmental organizations. The European Commission adopts and publicizes BAT Reference Documents (“BREFs”) for the industry sectors covered by the IED. A key element of the BREFs are the conclusions on BAT (“BATC”), which are used as a reference for setting permit conditions.
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The IED allows competent authorities some flexibility to set less strict emission limit values. This is possible only in specific cases where an assessment shows that achieving the emission levels associated with BAT described in the BATC would lead to disproportionately higher costs compared to the environmental benefits due to the geographical location or the local environmental conditions or the technical characteristics of the installation. The competent authority shall always document its justification for granting such derogations.
In April 2013, pursuant to European Commission Decision No. 2013/163/EU, the European Commission published BATC under the IED for production of cement, lime, and magnesium oxide, together with specific emission levels. This document sets out an extensive list of technical requirements for most aspects of the cement manufacturing process in the EU, with a view to prevention and minimization of all polluting emissions. Under the IED, permitting authorities must review and, if necessary, update permit conditions within four years of the European Commission publishing decisions on BATC for a particular activity. In July 2024, the IED was amended by Directive 2024/1785, with a two-year transition period for EU Member States, with no new significant specific requirements for the cement sector.
As of December 31, 2024, a total of five BREFs of the existing 37 BREFs are being reviewed. As of December 31, 2024, this has the potential to require our operations in Europe to be adapted to conform to the latest BAT, which in turn could impact our operations.
As of December 31, 2024, we believe that our operations in EU Member States will be impacted given the change in regulatory approach heralded by the legislation. As of December 31, 2024, we are not able to assess the degree of impact that the future BAT requirements that come into effect under the IED will have on our operations in EU Member States.
EU Emissions Trading
The EU established an emissions trading system (“EU ETS”) by means of Directive 2003/87/EC, creating a mechanism that, as of December 31, 2024, imposes a market-determined price on the emissions of certain GHGs, including CO2 from installations and operators in the electricity and heat generation, industrial manufacturing aviation and maritime sectors. Compliance entities are required to surrender an allowance in respect of each metric ton of emissions during a calendar year, which are covered by the EU ETS.
The EU ETS implements a ‘cap-and-trade’ approach, in which the total number of allowances available (the “cap”) decreases over time. Operators either receive a free allocation of allowances (pursuant to industry-wide benchmarks) or buy allowances from centralized auctions or from third parties. The allowances are freely tradable. Failure to surrender allowances is subject to significant monetary penalties of €100 (plus indexation) for each metric ton emitted in respect of which allowances were not surrendered, in addition to the operator having to surrender the relevant number of allowances. As of December 31, 2024, our qualifying operations in the EU, including our clinker production plants, are subject to the EU ETS.
EU policymakers and legislators have traditionally used the free allocation of allowances as a principal way to reduce the risk of carbon leakage driven, for example, by increased imports from countries that do not have climate change control, or the risk that energy-intensive industries, facing higher costs because of the EU ETS, will move their facilities beyond the EU’s borders to these countries, thus resulting in a leakage of CO2 emissions without any environmental benefits.
The cement industry should continue to receive free allocation until the end of 2025. We have discussed the interaction of free allocation of allowances and the EU CBAM (as defined below).
Free allocation of allowances to operators, including those in the cement industry, will be phased out over a nine-year period from 2026 until 2034, as follows: 2026: 2.5%, 2027: 5%, 2028: 10%, 2029: 22.5%, 2030: 48.5%, 2031: 61%, 2032: 73.5%, 2033: 86%, 2034: 100%.
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For sectors that produce goods covered by the EU CBAM, the reduction of free allocation will be implemented by a gradual reduction while the EU CBAM is phased in from 2026 to zero free allocation in 2034 and onwards.
As of December 31, 2024, unless Cemex is able to ensure new clean technologies and decarbonization processes are developed and implemented, even after considering market pricing dynamics and the implementation of mitigation measures to reduce emissions in our operations, the phasing out of free allocation of allowances under the EU ETS for the cement industry and other changes to the EU ETS are expected to have an adverse impact on our operations and results of operations, liquidity, and financial condition. However, as of December 31, 2024, we expect that, due to the current availability of emission allowances and ongoing mitigation initiatives, the aggregate amount of allowances that will be annually allocated for free to Cemex in Phase IV should be sufficient for our operations in Europe until at least the end of 2028. If additional emission allowances would need to be purchased, such emission allowances may be purchased at increased prices, for example, due to market volatility and further changes to the EU ETS, and this could have an adverse impact on our operations and results of operations, liquidity, and financial condition. As of December 31, 2024, we are not able to assess the future cost of allowances with any certainty.
EU CBAM
In order to help address the problem of carbon leakage (explained above), the EU has implemented a Regulation establishing a Carbon Border Adjustment Mechanism (“EU CBAM”) ((EU) 2023/956). The EU CBAM applies to imports of certain goods and selected precursors whose production is carbon intensive and at most significant risk of carbon leakage: cement, iron and steel, aluminum, fertilizers, electricity, and hydrogen (“CBAM Goods”).
During the transitional phase, which is in effect until December 31, 2025, importers are required to report on a quarterly basis the total verified GHG emissions embedded in goods imported in a given calendar year, detailing direct and indirect emissions as well as any carbon price effectively paid in a third country. By January 1, 2026, all importers must be registered as an ‘authorized EU CBAM declarant’ in order to be eligible to import CBAM Goods.
Once the permanent system enters into force on January 1, 2026, importers will need to declare each year the quantity of goods imported into the EU in the preceding year and their embedded GHG. They will then surrender the corresponding number of EU CBAM certificates. The price of the certificates will be calculated depending on the weekly average auction price of EU ETS allowances expressed in euro per metric ton emitted. The phasing-out of free allocation under the EU ETS will take place in parallel with the phasing-in of EU CBAM in the period 2026-2034. We expect that by 2030, this phasing out will reduce our free allocations under the EU ETS by approximately four million European Union Allowances, each equivalent to one metric ton of CO2e. However, as of December 31, 2024, due to market pricing dynamics and the implementation of mitigation measures to reduce emissions in our operations, and unless there is market volatility and we have delays in the implementation of our mitigation efforts to reduce emissions, we do not expect a material adverse impact on our operations, results of operations, liquidity, and financial condition.
EU Taxonomy
The EU has established a classification system that sets out a list of environmentally sustainable economic activities under Regulation (EU) 2020/852 (the “EU Taxonomy”). Its primary use is to support the mandatory disclosure of sustainable investments and assets by investors, banks, and corporates in the EU. It will also be used for determining whether activities are eligible for green bonds use of proceeds criteria under the EU Green Bond Standard. Technical Screening Criteria developed under the EU Taxonomy set out the standards that certain activities in the cement sector must achieve in order to be categorized as “environmentally sustainable.” As of December 31, 2024, Cemex is not required to report under the EU Taxonomy. Nonetheless, Cemex voluntarily provides certain information in accordance with the EU Taxonomy.
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In addition to imposing certain reporting obligations, the classification of a company’s activities under the EU Taxonomy could, among other things, influence Cemex’s ability to access funds for certain projects, the financial markets, or financial products and may result in an increase in the cost of capital or gradually reduced access to financing as a result of financial institutions’ compliance with EU Taxonomy.
UK Permitting
Existing EU BATC, which aim to prevent or reduce emissions and impacts on the environment, continue to have effect in the United Kingdom. The United Kingdom no longer needs to meet the requirements of any new EU BATC, except for Northern Ireland (“NI”) where the NI Protocol sets out the sectors remaining under EU IED. The UK Government, Scottish Government, Welsh Government and NI Department for Agriculture, Environment and Rural Affairs are leading the development of the UK BATC. UK BATC will be determined through an evidence-based approach with industry, regulators, and non-governmental organizations. A number of UK BATC have been initiated or are in the draft form, but not in respect of the cement sector. As of December 31, 2024, we are not able to assess the degree of impact that any future BATC requirements that come into effect under the UK permit requirements will have on our operations in the United Kingdom.
UK ETS
As of January 1, 2021, an independent emissions trading system in the United Kingdom (the “UK ETS”) replaced the EU ETS in the United Kingdom (other than in respect of NI electricity generation). The UK ETS applies to energy intensive industries (including the cement sector), the power generation sector and aviation.
The UK ETS functions in a similar way to the EU ETS, but there are now significant differences between the rules of the two schemes / systems. The UK ETS commenced in 2021 with a cap that was 5% lower than it would have been under the EU ETS. As of December 31, 2024, it has a cap that is consistent with net zero. Free allocations of allowances are available in certain circumstances.
Like the EU ETS, the UK ETS is divided into phases. Initially, the first phase, known as an allocation period, would run from 2021 to 2025 and the second phase would run from 2026 to 2030. In December 2024, the UK Government confirmed it would delay the start of the second allocation period of the UK ETS by one year, so that the second allocation period will now run from 2027 to 2030 and will be aligned with the launch of the UK CBAM in 2027 (as described below). The UK Government has put two mechanisms in place to guard against extreme highs and lows in pricing: the Auction Reserve Price and the Cost Containment Mechanism.
As of December 31, 2024, although the UK ETS provides continuity after the transition from the EU ETS, it is not possible to predict with certainty how Cemex in the United Kingdom will be affected by the UK ETS. The aggregate amount of allowances allocated to Cemex under the UK ETS may not be sufficient for our operations in the UK; and, therefore, Cemex may require to purchase emission allowances at some point in time. It may be necessary to purchase these emission allowances at increased prices due to potential insufficient liquidity and increased price volatility in the UK ETS compared to the EU ETS. All of this could have a material impact on our results of operations, liquidity, and financial condition.
UK CBAM
The UK Government announced that it will implement a UK Carbon Border Adjustment Mechanism (“UK CBAM”) by January 1, 2027. The purpose of the UK CBAM is to mitigate the risk of carbon leakage and support the decarbonization of UK industry. The UK CBAM will apply to imports of goods from the aluminum, cement, fertilizers, hydrogen, and iron and steel sectors.
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An entity’s CBAM liability will be calculated by multiplying the total GHG emissions emitted per type of CBAM good imported by the liable person by the relevant UK CBAM rate, less the carbon price payable overseas. The applicable rate will be set by the government according to a methodology which reflects carbon pricing in the UK ETS, free allocation of allowances under the UK ETS and the carbon price support rate of climate change levy on electricity generated using fossil fuels in Great Britain. The applicable legislation has not yet been published in draft form.
As of December 31, 2024, we do not expect a material adverse impact due to market prices dynamics and the implementation of mitigation measures to reduce emissions in our operations.
Great Britain Landfills
In Great Britain, future expenditure on closed and current landfill sites has been assessed and quantified over the period in which the sites are considered to have the potential to cause environmental harm, generally consistent with the regulatory view of up to 60 years from the date of closure. The assessed expenditure relates to the costs of monitoring the sites and the installation, repair, and renewal of environmental infrastructure. The costs have been quantified on a net present value basis in the amount of £142,549,415.93 ($178.44 million as of December 31, 2024, based on an exchange rate of £0.80 to $1.00) as of December 31, 2024, and we made an accounting provision for this amount.
Philippines Environmental Class Action
On September 20, 2018, a landslide occurred in Sitio Sindulan, Barangay Tina-an, Naga City, Cebu, Philippines (the “Landslide”), a site located within an area covered by mining rights of ALQC.
Until December 2, 2024, we were an indirect minority shareholder in ALQC, the principal raw material supplier of one of our former subsidiaries in the Philippines, APO Cement Corporation (“APO”).
On November 19, 2018, CHP and APO were served a summons concerning an environmental class action lawsuit filed by 40 individuals and one legal entity (on behalf of 8,000 individuals allegedly affected by the Landslide) at the Regional Trial Court of Talisay, Cebu (the “Cebu Court”), against CHP, ALQC, APO, the Mines and Geosciences Bureau of the Department of Environment and Natural Resources, the City Government of Naga, and the Province of Cebu, for “Restitution of Damage of the Natural and Human Environment, Application for the Issuance of Environmental Protection Order against Quarry Operations in Cebu Island with Prayer for Temporary Protection Order, Writ of Continuing Mandamus for Determination of the Carrying Capacity of Cebu Island and Rehabilitation and Restoration of the Damaged Ecosystems.”
In the complaint, among other allegations, plaintiffs claim that the Landslide occurred as a result of the defendants’ gross negligence; and seek, among other relief, (i) monetary damages in the amount of 4.3 billion Philippine Pesos ($74.08 million as of December 31, 2024, based on an exchange rate of 58.04 Philippine Pesos to $1.00), (ii) the establishment of a 500 million Philippine Pesos ($8.61 million as of December 31, 2024, based on an exchange rate of 58.04 Philippine Pesos to $1.00) rehabilitation fund, and (iii) the issuance of a Temporary Environment Protection Order against ALQC aiming to prevent ALQC from performing further quarrying activities while the case is still pending.
As of December 31, 2024, among other defenses and based on a report by the Mines and Geosciences Bureau of the Department of Environment and Natural Resources, CHP, APO and ALQC (individually, each a “Private Defendant” and collectively, the “Private Defendants”) deny liability and hold the position that the Landslide occurred due to natural causes.
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In an order dated August 16, 2019, the Cebu Court denied plaintiffs’ Application for Temporary Environment Protection Order. Plaintiffs moved for reconsideration, but the Cebu Court also denied plaintiffs’ motion in an order dated September 30, 2019. Plaintiffs did not appeal this ruling, which became final as of December 5, 2020.
Likewise, in a separate order also dated September 30, 2019, the Cebu Court partially granted the affirmative defenses raised by Private Defendants in their respective answers, and ruled, among others, that the subject case against CHP and APO is dismissed for failure to state a cause of action. The Cebu Court also ruled that: (i) the 22 plaintiffs who failed to sign the verification and certification against forum shopping are dropped as party-plaintiffs; (ii) the subject case is not a proper class suit, and that the remaining 17 plaintiffs can only sue for their respective claims, but not as representatives of the more than 8,000 alleged victims of the landslide incident; (iii) plaintiffs’ cause of action against ALQC for violation of Section 19(a) of Republic Act No. 10121 is dismissed; (iv) there is a misjoinder of causes of action between the environmental suit and the damage suit; and (v) the damage suit of the remaining plaintiffs will proceed separately upon payment of the required docket fees within 30 days from receipt of order, otherwise, the case for damages will be dismissed. A motion for reconsideration was filed by the plaintiffs on November 26, 2019. During the hearing of the plaintiffs’ motion for reconsideration on September 11, 2020, the Province of Cebu was officially dropped as a defendant in the case. In another order dated November 17, 2021, the Cebu Court denied the plaintiffs’ motion for reconsideration and also granted the motions of the Mines and Geosciences Bureau and the City Government of Naga, dismissing the case against them. On January 31, 2022, the plaintiffs filed a notice of appeal with the Cebu Court indicating their intention to appeal the Cebu Court’s latest order with the Court of Appeals. Defendants (including government defendants) opposed the plaintiff’s appeal. On April 28, 2022, the Cebu Court rejected the plaintiff’s appeal for being filed out of time and instructed the entry of judgment and issuance of the corresponding certificate of finality. The plaintiffs did not file a motion for reconsideration, thus, on May 4, 2023, the Cebu Court issued a certificate of finality confirming the dismissal. Consequently, this certificate of finality deems the Cebu Court’s order dated September 30, 2019 partially granting Private Defendants’ affirmative defenses as final and executory, and dismisses the case against APO, CHP, and all public defendants, and the damage claims against ALQC.
On December 2, 2024, we closed the divestment of our indirect interest in ALQC, APO and CHP. As of December 31, 2024, this matter should not have a material adverse impact on our results of operations, liquidity and financial condition.
As of December 2, 2024, only ALQC remained as a private defendant of the case regarding the environmental aspect of ALQC’s supposed violation of the Philippine Mining Act which purportedly caused damage to the environment and allegedly made ALQC liable for clean-up and rehabilitation.
Tariffs
The following is a discussion of tariffs on imported cement in some of the countries and regions in which we operate.
Mexico
Mexican tariffs on imported goods vary by product and have historically been as high as 100%. Over the years, import tariffs have been substantially reduced and currently range from none at all for raw materials to over 20% for finished products. As a result of North American Free Trade Agreement (“NAFTA”), starting January 1, 1998, the tariff on cement imported into Mexico from the United States or Canada was eliminated. The USMCA signed on November 30, 2019, and which supersedes NAFTA, was entered into force on July 1, 2020. The USMCA does not have any impact on tariffs on cement imported from the United States or Canada into Mexico.
While the lack of existence or reduction in tariffs could lead to increased competition from imports in the markets in Mexico in which we operate, it is possible that other factors, such as the cost of transportation incurred from most producers outside Mexico to central Mexico, traditionally the region of highest demand in Mexico, could be seen as a barrier to enter certain regions in Mexico in which we operate.
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United States
In general, and aside from any other restrictions or prohibitions, as of December 31, 2024, any cement imported into the United States from Cuba and North Korea is subject to custom duties depending on the specific type of cement. Imports into the United States from Cuba and North Korea are generally prohibited due to the U.S. import/export controls and economic sanctions. In order to import cement and other products into the United States from Cuba or North Korea, an importer would be required to obtain a license from the U.S. government or otherwise establish the existence of a license exception.
On September 18, 2018, the United States Trade Representative released a list of $200 billion worth of Chinese imports that were to be subject to additional tariffs. This list included cement, clinker, slag cement, and granulated slag from the manufacture of iron or steel. These additional tariffs were effective starting September 24, 2018 and initially were in the amount of 10%. The United States announced an increase to 25%, which went into effect on May 10, 2019. On August 23, 2019, the United States announced that the current 25% import tariff would be increased to 30% by October 1, 2019. On September 11, 2019, the United States announced that implementation of this increase would be delayed to October 15, 2019, however, the implementation of that increase has since been delayed indefinitely.
Europe
EU Member States are subject to the uniform EU commercial policy. There is no tariff on cement imported into a country that is a member of the EU from another member country or on cement exported from an EU country to another member country. As of December 31, 2024, for cement imported into a member country from a non-member country, the tariff was 1.7% of the customs value. Any country with preferential treatment with the EU is subject to the same tariffs as members of the EU. Most Eastern European producers exporting cement into EU countries currently pay no tariff.
United Kingdom
Following the United Kingdom’s exit from the EU Single Market and Customs Union in early 2021, the United Kingdom is no longer required to abide by the EU’s Common External Tariff and has introduced its own UK Global Tariff schedule (the “UKGT”), which determines duties and tariffs on goods on a Most Favoured Nation basis in line with World Trade Organization principles. Pursuant to the UKGT, tariffs of 1.7% to 2.7% have been removed on over 40 construction products, including portland cement, marble, granite, various other types of building stone and plaster boards.
The United Kingdom has also entered into a trade agreement with the EU, known as the EU-UK Trade and Cooperation Agreement, which provides for continued trade without the imposition of tariffs and quotas.
Tax Matters
Mexico
On February 1, 2022, one of our subsidiaries in Mexico was notified of a tax assessment (oficio de observaciones) issued by the Mexican Tax Administration Service (Servicio de Administración Tributaria) (“SAT”), specifying that Ps 1,093 million ($52.47 million as of December 31, 2024, based on an exchange rate of Ps 20.83 to $1.00) in taxes were due as a result of certain rejected deductions, reclassification of deductions as depreciations and omitted valued-added tax payments corresponding to fiscal year 2016. On July 13, 2023, the SAT reduced its claim of taxes due to Ps 945 million ($45.36 million as of December 31, 2024, based on an exchange rate of Ps 20.83 to $1.00).
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In September 2023, we filed a motion requesting the SAT to reconsider the determinations made in the tax assessment (oficio de observaciones). As of December 31, 2024, the SAT has not issued a resolution with respect to this motion. As of December 31, 2024, we cannot assess with certainty the likelihood of an adverse result in this proceeding; but, if adversely resolved, we believe an adverse resolution should not have a material adverse impact on our results of operations, liquidity, and financial condition.
Colombia
On April 6, 2018, the Colombian tax authority (Dirección de Impuestos y Aduanas Nacionales, the “DIAN”) notified Cemex Colombia of a proceeding notice in which the DIAN rejected certain deductions made by Cemex Colombia in its 2012 year-end income tax return. The DIAN assessed an increase in taxes to be paid by Cemex Colombia in the amount of 124.79 billion Colombian Pesos ($28.32 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00) and imposed a penalty in the amount of 124.79 billion Colombian Pesos ($28.32 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00). On June 22, 2018, Cemex Colombia responded to the proceeding notice; and, on December 28, 2018, Cemex Colombia was notified of the issuance of an official liquidation confirming the information in the proceeding notice. Cemex Colombia filed an appeal for reconsideration on February 21, 2019 within the legal term. On January 8, 2020, Cemex Colombia was notified that the DIAN had, in response to the appeal filed by Cemex Colombia, confirmed the DIAN’s assessment that Cemex Colombia is required to pay increased taxes and corresponding penalties, as previously notified on April 6, 2018. On July 1, 2020, Cemex Colombia filed an appeal against the aforementioned resolution in the Administrative Court of Cundinamarca. The Administrative Court of Cundinamarca admitted the appeal on September 20, 2021. No amounts are required to be paid by Cemex Colombia until all available recourses have been filed and concluded. Additionally, on March 10, 2020, the DIAN issued a complementary administrative act “statement of objections” (pliego de cargos), in which the authority claims the payment of the credit balance that was originated in the tax declaration of the aforementioned year and that was offset by Cemex Colombia with taxes from subsequent years. Cemex Colombia filed its response on June 2, 2020. On October 25, 2021, the DIAN issued a resolution in relation to the “statement of objections” (pliego de cargos) confirming the imposed penalty due to inadmissible compensation. The aforementioned penalty comprises 56.82 billion Colombian Pesos ($12.89 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00) of the 124.79 billion Colombian Pesos ($28.32 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00) increase in taxes to be paid by Cemex Colombia assessed in 2018. Cemex Colombia filed the appeal before the Administrative Court of Cundinamarca on December 16, 2021. As of December 31, 2024, the Administrative Court of Cundinamarca has not scheduled a hearing date for the proceeding. Notwithstanding this pending resolution, as of December 31, 2024, Cemex considers that an adverse resolution after conclusion of all available defense procedures is not probable. However, it is difficult to assess with certainty the likelihood of an adverse result in the proceeding. If this proceeding is adversely resolved, Cemex believes this could have a material adverse impact on the operating results, liquidity, or financial position of Cemex.
On September 5, 2018, the DIAN notified Cemex Colombia of a proceeding notice in which the DIAN rejected certain deductions taken by Cemex Colombia in its 2011 year-end income tax return. The DIAN assessed an increase in taxes to be paid by Cemex Colombia in the amount of 85.17 billion Colombian Pesos ($19.33 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00) and imposed a penalty in the amount of 85.17 billion Colombian Pesos ($19.33 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00). On November 30, 2018, Cemex Colombia responded to the proceeding notice. On May 15, 2019, Cemex Colombia was notified of the issuance of a tax assessment maintaining the initial rejection of the deductions taken by Cemex Colombia in its 2011 year-end income tax return. Cemex Colombia filed an appeal on July 11, 2019. On July 6, 2020, Cemex Colombia was notified about a resolution confirming the official liquidation. On October 22, 2020, Cemex Colombia filed an appeal against such resolution in the Administrative Court of Cundinamarca.
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If a final adverse resolution to Cemex Colombia is reached in this matter, in addition to any amounts to be paid in confirmation of the official liquidation, Cemex Colombia would, as of the payment date, be required to pay interest on the amounts that would be declared due as of the dates they would have had to be paid. The Administrative Court of Cundinamarca admitted the appeal on September 13, 2021. As of December 31, 2024, at this stage of the proceeding and considering all possible defenses available, while we cannot assess with certainty the likelihood of an adverse result in this special proceeding, we believe a final adverse resolution to this special proceeding is not probable. However, if adversely resolved, we believe such adverse resolution could have a material adverse impact on our results of operations, liquidity, and financial condition.
Furthermore, on June 8, 2020, the DIAN issued a complementary administrative act “statement of objections” (pliego de cargos), in which the authority claims the payment of the credit balance that was originated in the tax declaration of the aforementioned year and that was offset by Cemex Colombia with taxes from subsequent years. On December 17, 2020, Cemex Colombia announced that the DIAN had archived such “statement of objections” (pliego de cargos), which means the DIAN issued an administrative act by which it closed the complementary statement of charges that had been issued within the income tax process for the fiscal year 2011 earlier in 2020. With the aforementioned administrative act, as of December 31, 2024, the complementary procedure within the income tax process for the fiscal year 2011 is concluded, since the value of 2011 is included within the complementary process for the fiscal year 2012, and this complementary proceeding should not have a material adverse impact on our results of operations, liquidity, and financial condition.
Spain
Tax Assessment for the years 2006 to 2009
On July 7, 2011, the tax authorities in Spain notified Cemex España of a tax audit process in Spain covering the tax years from and including 2006 to 2009. The tax authorities in Spain have challenged part of the tax losses reported by Cemex España for such years. Cemex España has been formally notified of fines in the aggregate amount of €456 million ($472.56 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) resulting from the July 7, 2011 tax audit process in Spain. On April 22, 2014, Cemex España filed appeals against such fines before the Tribunal Económico Administrativo Central (“TEAC”). On September 20, 2017, Cemex España was notified by the TEAC about an adverse resolution to such appeals. Cemex España filed a recourse against such resolution on November 6, 2017 before the National Court (Audiencia Nacional) and applied for the suspension of the payment of the fines. The National Court (Audiencia Nacional) admitted the recourse; and, on January 31, 2018, it notified Cemex España of the granting of the suspension of the payment, subject to the provision of guarantees on or before April 2, 2018. In this regard, Cemex España provided the respective guarantees in the form of a combination of a liability insurance policy and a mortgage of several assets in Spain owned by its Spanish subsidiary Cemex España Operaciones, S.L.U. On November 6, 2018, the National Court (Audiencia Nacional) confirmed the acceptance of the guarantees by the Spanish Tax Office, which suspended the obligation to effect the payment until the recourses are definitively resolved. On November 30, 2021, the National Court (Audiencia Nacional) issued a judgment rejecting the appeal filed by Cemex España against the resolution of the TEAC, confirming the imposed fines. This adverse judgment was notified to Cemex España on November 30, 2021. On February 25, 2022, Cemex España filed with the Spanish Supreme Court a request for a cassation appeal against the judgment issued by the National Court (Audiencia Nacional) to be admitted, as pursuant to Spanish procedural law, the appellant is required to file a request for admission of the cassation appeal before filing the cassation appeal if admitted. On October 13, 2022, the Supreme Court decided not to admit the cassation appeal and Cemex España subsequently filed a motion (incidente de nulidad) seeking the annulment of the decision, alleging the violation of its constitutional rights. On January 18, 2023, the Spanish Supreme Court, reversed its decision and resolved to admit the filing of Cemex España’s cassation appeal. Cemex España filed the cassation appeal before the Spanish Supreme Court on March 27, 2023.
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On November 17, 2023, Cemex España was formally notified that the cassation appeal filed before the Spanish Supreme Court was not resolved in Cemex España’s favor. As a result, Cemex España would have had to pay fines in the aggregate amount of €456 million ($472.56 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00). The part of the tax losses challenged by the tax authorities for the subject matter years were not utilized by Cemex España; and, since 2012, were not carried in the financial statements of Cemex España. Cemex recorded an income tax expense and accrued liabilities of €456 million ($472.56 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) based on estimates, in the fourth quarter of 2023.
On May 21, 2024, Cemex España filed with the Constitutional Court in Spain an appeal for protection against the cassation appeal resolution issued by the Spanish Supreme Court. As of December 31, 2024, the Constitutional Court in Spain has not accepted nor denied such appeal.
On August 9, 2024, the tax authorities in Spain formally notified Cemex España of the final amount of the fines for €456.23 million ($472.56 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00), to be paid no later than September 20, 2024. On September 6, 2024, Cemex España paid €273.73 million ($283.53 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) of such amount. Additionally, Cemex España filed before the National Court (Audiencia Nacional) a motion for execution of judgement against the assessment issued by the tax authorities in Spain, alleging Cemex España has the right to a reduction of the remaining outstanding amount of the fines amounting to €182.49 million ($189.02 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00). Furthermore, as a cautionary measure, on September 9, 2024, Cemex España filed a tax appeal motion with the TEAC informing of the motion for execution of judgement filed before the National Court (Audiencia Nacional).
On September 10, 2024, Cemex España paid an additional €2.4 million ($2.52 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) and filed a request to the tax authorities in Spain for a postponement of payment and a request to pay in installments the outstanding amount of the fines amounting to €180 million ($186.44 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00), plus late interest payments. In particular, Cemex España requested to pay the outstanding amount of the fines throughout four years starting April 2025, with two payment installments per year. As of December 31, 2024, the tax authorities in Spain have neither accepted nor denied such request. If required, Cemex has liquidity sources available to pay the outstanding amounts of the fine.
On September 12, 2024, the tax authorities in Spain cancelled the mortgage granted in 2018 over several assets in Spain owned by Cemex España Operaciones, S.L.U., another of our Spanish subsidiaries, and Cemex España delivered a surety to the tax authorities in Spain for €180 million ($186.44 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00).
As of December 31, 2024, the payment of the outstanding amount of the fines amounting to €180 million ($186.44 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) and the execution of the liability policy insurance delivered by Cemex España have been suspended until the aforementioned motions filed by Cemex España are resolved.
Notwithstanding these adverse financial effects, this development is not expected to adversely affect our operations and commercial relationships with clients or suppliers or our ability to meet our financial obligations.
Tax Assessment for the years 2010 to 2014
On March 26, 2021, the tax authorities in Spain notified Cemex España of an assessment for income taxes in an amount of €48 million ($49.71 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) plus late interest, derived from a tax audit process covering the tax years 2010 to 2014.
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This assessment was appealed before the TEAC on April 26, 2021. In order for the suspension of the payment of the tax assessment to be granted, Cemex España provided a payment guarantee which was approved by the tax authorities in Spain on May 12, 2021.
On November 30, 2021, the tax authorities in Spain notified Cemex España of a penalty for an amount of €68 million ($70.43 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) derived from the tax audit process covering the same period from 2010 to 2014. This assessment was appealed before the TEAC on December 31, 2021. Until this appeal is resolved, no payment will be due and Cemex España is not required to furnish a guarantee for the filing of the appeal.
On December 11, 2023, Cemex España was notified by the TEAC about a partially favorable resolution to the April 26, 2021 and December 31, 2021 appeals, reducing both the income taxes due from €48 million ($49.71 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) to €21 million ($21.75 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00), and the penalty from €68 million ($70.43 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) to €67 million ($69.39 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00), respectively.
On February 26, 2024, Cemex España received the provisional assessment corresponding to the TEAC ruling for the years between 2010 and 2014 notified on December 11, 2023 (the “Provisional Assessment”), for a total of €58 million ($60.07 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00), including €21 million ($21.75 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) tax plus late interest, and €28.6 million ($29.62 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) penalty, which was reduced from the initial €67 million ($69.39 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) penalty in the tax audit assessment, under the condition that Cemex España does not appeal the Provisional Assessment and pays or requests for a postponement of the payment over the required amounts. Cemex did not appeal the amount of €21 million ($21.75 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) plus late interest. Thus, Cemex España recorded a tax income for €47 million ($48.68 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) and paid the Provisional Assessment amount of €58 million ($60.07 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00). As of December 31, 2024, this matter is finalized and should not have a material adverse impact on our results of operations, liquidity and financial condition.
Other Legal Proceedings
Colombian Construction Claims
On August 5, 2005, the Urban Development Institute (Instituto de Desarrollo Urbano) (“UDI”), and an individual filed a lawsuit in the Fourth Anti-Corruption Court of Bogotá (Fiscalía Cuarta Anticorrupción de Bogotá) against a subsidiary of Cemex Colombia claiming that it was liable, along with the other members of the Asociación Colombiana de Productores de Concreto (“ASOCRETO”), an association formed by the ready-mix concrete producers in Colombia, for the premature distress of the concrete slabs of the Autopista Norte trunk line of the TransMilenio bus rapid transit system of Bogotá in which ready-mix concrete and flowable fill supplied by Cemex Colombia and other ASOCRETO members was used. The plaintiffs alleged that the base material supplied for the road construction failed to meet the quality standards offered by Cemex Colombia and the other ASOCRETO members and/or that they provided insufficient or inaccurate information in connection with the product. The plaintiffs were seeking the repair of the concrete slabs in a manner which guarantees their service during the 20-year period for which they were originally designed, and estimate that the cost of such repair could have been 100 billion Colombian Pesos ($22.69 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00). The lawsuit was filed within the context of a criminal investigation against a former director and two officers of the UDI, the contractor, the inspector and two ASOCRETO officers.
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On January 21, 2008, a court issued an order, sequestering the El Tunjuelo quarry, as security for payment of a possible future money judgment against Cemex Colombia. The court determined that in order to lift this attachment and prevent further attachments, Cemex Colombia was required to deposit 337.8 billion Colombian Pesos ($76.67 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00) in cash instead of posting an insurance policy to secure such recovery. Cemex Colombia appealed this decision and the Superior Court of Bogotá (Tribunal Superior de Bogotá) allowed Cemex to present an insurance policy in the amount of 20 billion Colombian Pesos ($4.53 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00). Cemex gave the aforementioned security, and, on July 27, 2009, the court lifted the attachment on the quarry.
On October 10, 2012 the court issued a first instance judgment pursuant to which the accusation made against the ASOCRETO officers was nullified. The judgment also convicted a former UDI director, the contractor’s legal representatives and the inspector to a prison term of 85 months and a fine of 32 million Colombian Pesos ($7,263.20 as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00). As a consequence of the nullification, the judge ordered a restart of the proceeding against the ASOCRETO officers. The UDI and other parties to the legal proceeding appealed the first instance judgment and on August 30, 2013 the Superior Court of Bogotá resolved to reduce the prison term imposed to the former UDI director and the UDI officers to 60 months and imposed a fine equivalent to 8.8 million Colombian Pesos ($1,997.38 as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00). Additionally, the UDI officers were sentenced to severally pay the amount of 108 billion Colombian Pesos ($24.51 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00) for the purported damages in the concrete slabs of the TransMilenio bus rapid transit system. Additionally, the Superior Court of Bogotá overturned the penalty imposed to the contractor’s legal representatives and inspector because the criminal action against them was barred due to the passage of time. Furthermore, the Superior Court of Bogotá revoked the annulment in favor of the ASOCRETO officers and ordered the first instance judge to render a judgment regarding the ASOCRETO officers’ liability or lack thereof. On June 25, 2014, the Supreme Court of Colombia’s Penal Cassation Chamber (Sala de Casación Penal de la Corte Suprema de Justicia de Colombia) dismissed the cassation claim filed by the former UDI director and the UDI officers against the Superior Court of Bogotá’s judgment. Dismissal of the cassation claim has no effect on Cemex Colombia’s or the ASOCRETO officers’ interests in these proceedings. On January 21, 2015, the Penal Circuit Court of Bogotá issued a resolution agreeing with the arguments presented by Cemex Colombia regarding the application of the statute of limitations to the criminal investigation against the ASOCRETO officers and acknowledging that the ASOCRETO officers were not public officers, and as a consequence, finalizing the process against the ASOCRETO officers and the civil responsibility claim against Cemex Colombia. On July 28, 2015, the Superior Court of Bogotá upheld this resolution and as such the action brought against Cemex Colombia for the premature distress of the concrete slabs of the Autopista Norte trunk line has ended.
Related to the premature distress of the concrete slabs of the Autopista Norte trunk line of the TransMilenio bus rapid transit system six legal actions were brought against Cemex Colombia. The Cundinamarca Administrative Court (Tribunal Administrativo de Cundinamarca) nullified five of these actions and, as of December 31, 2024, only one remains outstanding. On June 17, 2019, an administrative court, in the first instance, ruled against Cemex Colombia and other concrete producers, because the judge found that there was a violation of consumer rights, for alleged faults in the roads. Consequently, the judge ordered Cemex Colombia to issue a public statement acknowledging the alleged violation and a commit to not incur such violation in the future. This first instance decision did not contemplate any economic consequence for Cemex Colombia. Cemex Colombia, jointly with thirteen of the defendants, filed an appeal before the Cundinamarca Administrative Court. At this stage of the proceedings, as of December 31, 2024, regarding the remaining pending action filed before the Cundinamarca Administrative Court, if adversely resolved, we do not expect that such adverse resolution should have a material adverse impact on our results of operations, liquidity, and financial condition.
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Maceo, Colombia—Legal Proceedings in Colombia
On August 28, 2012, Cemex Colombia entered into a memorandum of understanding (the “MOU”) with CI Calizas y Minerales S.A. (“CI Calizas”) to acquire land, a mining concession, an environmental license (the “Environmental License”), free trade zone benefits and related assets necessary to carry out the construction by Cemex Colombia of a new integrated cement plant in the Antioquia department near the municipality of Maceo, Colombia (the “Maceo Project”). In connection with the MOU, CI Calizas was represented by a non-governmental individual (the “Representative”).
After the execution of the MOU, one of CI Calizas’ former shareholders, who has since been convicted of tax fraud, was linked to a domain extinction by the Colombian Attorney General’s Office (the “Attorney General’s Office”) (the “Domain Extinction Proceeding”) that, among other measures, suspended CI Calizas’ ability to transfer all of its assets to Cemex Colombia as required by the MOU, including several plots of land, a mining concession, the Environmental License, the shares of Zona Franca Especial Cementera Del Magdalena Medio SAS (“ZOMAM”) with the corresponding free trade zone benefits and other related assets required to build a cement plant (the “Affected Assets”). To protect its interests in the Affected Assets, Cemex Colombia joined the Domain Extinction Proceeding and cooperated with the Attorney General’s Office. Cemex Colombia also requested the dismissal of the domain extinction against the Affected Assets. On May 2, 2016, in order to collect further evidence, the Attorney General’s Office denied Cemex Colombia’s request for the dismissal of the Domain Extinction Proceeding.
On June 19, 2024, the Prosecutor of Eminent Domain Process of the Attorney General’s Office (the “Prosecutor”) admitted the Domain Extinction Proceeding, declaring the admissibility of the domain extinction of the assets included in the MOU signed between Cemex Colombia and CI Calizas, and thus, initiating the asset forfeiture trial of the Affected Assets. This decision does not recognize Cemex’s status as a third party of good faith exempt from fault. On June 27, 2024 Cemex Colombia appealed this ruling, arguing that previous rulings in the cases against the former administrators demonstrate that Cemex Colombia was deceived and acted diligently once it became aware of the situation. This appeal will be resolved by the hierarchical superior of the Prosecutor, which is expected to take between six months to a year starting on the date of filing of the appeal. The trial of the Domain Extinction Proceeding is set to begin once the appeal is resolved and could take several years.
In July 2013, Cemex Colombia entered into a five-year lease agreement (the “Lease Agreement”) with a depository that had been designated by the Colombian National Narcotics Directorate (Dirección Nacional de Estupefacientes) with respect to the Affected Assets. The Lease Agreement, along with an accompanying governmental mandate, authorized Cemex Colombia to continue the work necessary for the construction and operation of the Maceo Project during the Domain Extinction Proceeding. The Lease Agreement expired on July 15, 2018. Notwithstanding the expiration of the Lease Agreement, Cemex Colombia was entitled to continue using the Affected Assets pursuant to the terms of the accompanying mandate.
On April 12, 2019, Cemex Colombia reached a conciliatory agreement with the Colombian Administrator of Special Assets (Sociedad de Activos Especiales S.A.S) (the “SAE”), CI Calizas and ZOMAM before the Public Prosecutor´s Office (Procuraduría General de la Nación) and signed a contract of Mining Operation, Manufacturing and Delivery Services and Leasing of Properties for Cement Production (the “New Lease Agreement”), allowing Cemex Colombia to operate the Maceo Plant. Cemex Colombia, under the terms of the New Lease Agreement, will lease the land portion of the Affected Assets for a term of 21 years, that can be extended by another 10 years. The New Lease Agreement will remain in full force and effect regardless of the outcome following the Domain Extinction Proceeding over the Affected Assets or if a third party purchases the Affected Assets under the Early Disposal Proceeding (as defined below) unless a competent judge and Superior Court of Bogotá grant Cemex Colombia (and one of its subsidiaries) the ownership rights related to the Affected Assets. In such case, the New Lease Agreement will be terminated given that Cemex Colombia and its subsidiary would be the rightful owners of the Affected Assets and the New Lease Agreement would no longer be required to operate and manage them.
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Assuming that Cemex Colombia conducted itself in good faith and considering that its investments in the Maceo Project were incurred with the consent of the SAE and CI Calizas under the Lease Agreement and the accompanying mandate, we believe the value of such investments is protected by Colombian law. Colombian law provides that, if a person builds on another person’s property with the knowledge of such other person, the person that built on the property shall be compensated with the value of what was built or otherwise be transferred the property in the event the owner of the property decides to recover possession. We also believe that, during the term of the New Lease Agreement, Cemex Colombia may use the Affected Assets in order to operate the Maceo Project. In the event that Cemex Colombia’s right to the Affected Assets is extinguished in favor of the government of Colombia, which we believe is unlikely, the SAE may decide not to sell the Affected Assets to Cemex Colombia. In either case, under Colombian law, Cemex Colombia would be entitled to compensation for the value of the investments made in the Maceo Project.
On November 18, 2021, Cemex filed a Letter of Intent requesting that the SAE commence the process of selling of CI Calizas and other related assets, including the Affected Assets, under an early disposal proceeding (enajenación temprana) (the “Early Disposal Proceeding”), in which Cemex is interested in participating. If the SAE continues with the Early Disposal Proceeding, the corresponding sale should be carried out under objective parameters prescribed by law that apply to valuing entities undergoing domain extinction proceedings. As of December 31, 2024, the SAE has not officially responded to Cemex’s request. As of December 31, 2024, the Early Disposal Proceeding has not been notified and the Domain Extinction Proceeding continues. As of December 31, 2024 at this stage of the proceedings, we believe that we would be able to keep ownership of all the assets encompassing the Maceo Plant that are not subject to the Domain Extinction Proceeding and that the likelihood of an adverse result in this matter is not probable but we are not able to assess the likelihood of Cemex Colombia receiving a final adverse decision relating to the Domain Extinction Proceeding or if the ownership of the assets subject to the MOU will be extinguished in favor of the Republic of Colombia or purchased by a third party in an Early Disposal Proceeding. However, as of December 31, 2024, we believe that an adverse resolution in which Cemex Colombia is not compensated for the value of its investments in the Maceo Project could have a material adverse effect on our results of operations, liquidity, or financial condition.
On December 30, 2013, Cemex Colombia and the Representative entered into a different memorandum of understanding (the “Land MOU”), pursuant to which the Representative would represent Cemex Colombia in the acquisition of lands adjacent to the Maceo Project. In connection with the Maceo Project, Cemex Colombia conveyed to the Representative 43.8 billion Colombian Pesos, including cash payments and interest, ($9.94 million as of December 31, 2024, based on an exchange rate of 4,405.77 Colombian Pesos to $1.00). Due to the Domain Extinction Proceeding against the Affected Assets described above, the acquisition of the Affected Assets was not finalized.
On September 23, 2016, CLH disclosed that it had identified irregularities in the process for the purchase of the land related to the Maceo Project and submitted a criminal complaint with the Attorney General’s Office. Further, on December 20, 2016, CLH enhanced such filing with additional information and findings obtained as of such date. On June 12, 2018, the Attorney General’s Office formally charged two former officers of the Company and the Representative. One of the former officers of the Company entered into a plea bargain and cooperation agreement with the Attorney General’s Office, which was approved by the Colombian criminal court in April of 2019. The hearings for the other two individuals were held throughout 2022, and on March 29, 2023, they were found guilty by the first instance judge. The other former officer was found guilty of unfair administration, illicit enrichment, and forgery of private documents, and was sentenced to 15 years in prison and a penalty of $7.4 million. The Representative was found guilty of illicit enrichment, forgery of private documents, and money laundering, and sentenced to 21 years in prison and a penalty of $7.6 million.
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Both individuals filed an appeal against the ruling on March 29, 2023 with the Criminal Superior Court of Bogotá (Sala Penal del Tribunal Superior del Distrito de Bogotá). On October 5, 2023, the Criminal Superior Court of Bogotá confirmed the decision of the first instance judge, save for the criminal offense of forgery of private documents, since the statute of limitations for such crime had expired on December 12, 2022. Therefore, the prison sentences for both individuals were reduced to 13 years for the former officer and 19 years for the Representative, however their respective penalties were kept the same. On October 9, 2023, and on October 12, 2023, the former officer and the Representative, respectively, filed an extraordinary cassation appeal against the Criminal Superior Court of Bogotá ruling. The Criminal Superior Court of Bogotá admitted both extraordinary cassation appeals, and the docket of the proceeding has been submitted to the Colombian Supreme Court. As of December 31, 2024, the admission of the proceeding with the Colombian Supreme Court is still pending resolution.
On September 23, 2016, CLH and Cemex Colombia terminated the employment of the Vice President of Planning of CLH, who was also Cemex Colombia’s Director of Planning, and the Legal Counsel of CLH, who was also the General Counsel of Cemex Colombia. In addition, effective September 23, 2016, the Chief Executive Officer of CLH, who was also the President of Cemex Colombia, resigned from both positions. On October 4, 2016, in order to strengthen levels of leadership, management and corporate governance practices, the Board of Directors of CLH resolved to split the roles of Chairman of the Board of Directors of CLH, Chief Executive Officer of CLH and President of Cemex Colombia, and appointed a new Chairman of the Board of Directors of CLH, a new Chief Executive Officer of CLH, a new President of Cemex Colombia and a new Vice President of Planning of CLH and Cemex Colombia. A new legal counsel for CLH and Cemex Colombia was also appointed during the fourth quarter of 2016.
Additionally, pursuant to the requirements of Cemex, S.A.B. de C.V.’s and CLH’s audit committees, Cemex Colombia retained external counsel to assist CLH and Cemex Colombia to collaborate as necessary with the Attorney General’s Office, as well as to assist on other related matters. A forensic investigator in Colombia was also engaged.
Since 2012, and as of December 31, 2024, the Attorney General’s Office is investigating the irregularities in connection with the transactions conducted pursuant to the MOU and the Land MOU, as well as other matters regarding our business in Colombia. Such investigations are running their due course but have not been concluded, and, as such, we cannot predict what actions, if any, the Attorney General’s Office may implement. Any actions by the Attorney General’s Office and any actions taken by us in response to the aforementioned irregularities regarding the Maceo Project, including, but not limited to, the termination of employment and resignation of the aforementioned executives and further investigations in Colombia, could have a material adverse effect on our results of operations, liquidity or financial condition.
On December 7, 2020, CLH, acting as a shareholder of Cemex Colombia, filed a lawsuit before the Colombian Business Superintendency (Superintendencia de Sociedades de Colombia) seeking the invalidity and, alternatively, the nullity or the inexistence of the equity contribution in-kind carried out by Cemex Colombia to ZOMAM on December 11, 2015 by means of which a portion of the Maceo Plant’s assets were contributed to this entity. The lawsuit is based on the argument that commercial law requirements applicable to a capitalization process were not complied with at the time of the capitalization. On January 29, 2021, CLH reformed the lawsuit in order to include Cemex Colombia as plaintiff along with CLH. The reformed lawsuit was admitted on May 5, 2021. On December 6, 2022, the Colombian Business Superintendency denied the claims of the lawsuit, ruling Cemex Colombia as the rightful shareholder of ZOMAM and that the contribution was lawful, and therefore, on December 13, 2022, CLH and Cemex Colombia filed an appeal for this decision to be reviewed. In March 2023, the court reviewing the appeal issued a ruling that confirmed the decision made by the Colombian Business Superintendency. Cemex Colombia and CLH filed a clarification and addition request, which only means to provide further detail on the decision. Such request was denied on June 1, 2023, and thus, on June 8, 2023, Cemex Colombia and CLH filed an extraordinary cassation appeal, which if admitted would be resolved by the Colombian Supreme Court.
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On June 30, 2023, the cassation appeal was admitted by the court reviewing CLH’s and Cemex Colombia’s appeal. Thus, the docket of the proceeding was sent to the Colombian Supreme Court, which in turn accepted the extraordinary cassation appeal on August 24, 2023. The cassation lawsuit was timely filed on October 13, 2023. On June 6, 2024, the cassation lawsuit was admitted by the Colombian Supreme Court, and on June 28, 2024, ZOMAM filed its response. On July 3, 2024, the docket of the proceeding was assigned to the corresponding Colombian Supreme Court judge for the Colombian Supreme Court to review and issue its final ruling on the matter. As of December 31, 2024, the decision of the Colombian Supreme Court is pending.
Both the December 2022 and the March 2023 rulings clearly stated that the capitalization was legal and complied with applicable laws, thus, if confirmed in final instance by the Colombian Supreme Court, it would have no significant impact as it would recognize Cemex Colombia as the shareholder of ZOMAM. If a favorable final resolution is obtained, the aforementioned capitalization would be reversed and the assets contributed to ZOMAM, which had a value of $43 million, would revert to Cemex Colombia in exchange for the shares in ZOMAM that had been issued as a result of this capitalization. These effects would only be reflected in Cemex Colombia’s financial statements if a final favorable resolution is obtained. Given ZOMAM’s consolidation, no effects in our consolidated financial statements would arise from a potential favorable resolution.
On March 12, 2024, Corporación Cementera Latinoamericana S.L.U. (“CCL”), a Cemex indirect subsidiary, filed a collection lawsuit against ZOMAM, to recover $32.6 million plus interest, which ZOMAM owes to CCL according to a loan agreement executed between the parties on December 22, 2015. On March 21, 2024, the appointed first instance judge admitted the lawsuit and, therefore, issued a payment order against ZOMAM. ZOMAM filed a reconsideration petition on April 18, 2024, which was subsequently dismissed by the appointed judge on June 12, 2024. On August 18, 2024, the initial hearing took place, wherein ZOMAM requested that the SAE, ZOMAM’s administrator, be able to intervene in the proceeding. However, the first instance judge denied the request and thus, ZOMAM filed an appeal for a second instance judge to review the decision that denied the SAE to intervene in the proceeding. On November 13, 2024, the second instance judge ordered to allow the SAE to intervene in the proceeding. Given that the SAE is a public entity domiciled in a different jurisdiction from the initial appointed first instance judge, the docket was submitted to be appointed to a new judge in the new jurisdiction. On December 10, 2024, the new judge was appointed. As of December 31, 2024, we believe an unfavorable resolution should not have a material adverse impact on our business, financial condition, liquidity, and results of operations.
Investigations Related to Ongoing Matters in Colombia and Certain Other Countries
As discussed in “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Other Legal Proceedings—Maceo, Colombia – Legal Proceedings in Colombia,” internal audits and investigations by Cemex, S.A.B. de C.V. and CLH had raised questions about payments relating to the Maceo Project. The payments made to the Representative in connection with the Maceo Project did not adhere to Cemex, S.A.B. de C.V.’s and CLH’s internal controls. As announced on September 23, 2016, the CLH and Cemex Colombia officers responsible for the implementation and execution of the above-referenced payments were terminated and the then Chief Executive Officer of CLH resigned. In December 2016, Cemex, S.A.B. de C.V. received subpoenas from the SEC seeking information to determine whether there have been any violations of the U.S. Foreign Corrupt Practices Act stemming from the Maceo Project. We had previously disclosed that it was possible that the DOJ and other investigatory entities in other jurisdictions could also open investigations into this matter. In this regard, on March 12, 2018, the DOJ issued a grand jury subpoena to Cemex, S.A.B. de C.V. relating to its operations in Colombia and other jurisdictions. These subpoenas do not mean that the SEC or DOJ have concluded that Cemex, S.A.B. de C.V. or any of its affiliates violated the law. Cemex, S.A.B. de C.V. has cooperated fully, and on or before 2020 produced to the SEC and DOJ all requested information and documentation. Cemex intends to continue to cooperate fully with the SEC, the DOJ, the Attorney General’s Office and any other investigatory entity in Colombia or in any other country.
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As of December 31, 2024, Cemex, S.A.B. de C.V. is unable to predict the duration, scope, or outcome of the SEC or DOJ investigations, or any other investigation that may arise in Colombia or in any other country, or, because of the current status of the SEC and DOJ investigations, the potential sanctions which could be imposed on Cemex, S.A.B. de C.V., or if such sanctions, if any, would have a material adverse impact on Cemex, S.A.B. de C.V.’s consolidated results of operations, liquidity or financial position.
Maceo, Colombia—Operational Matters
On October 27, 2016, CLH postponed the commencement of operations of the Maceo Plant given that, among several other factors, (i) Cemex Colombia had not received the environmental and construction permits required to finalize the access road to Maceo Plant and (ii) the only existing access to the Maceo Plant could not guarantee safety or operations and could limit the capacity to transport products from the cement plant. Regarding the permits to complete the construction of various sections of the access road: (i) on November 10, 2020, the Mayor’s Office of Maceo issued the Road Infrastructure Intervention authorization and (ii) on December 11, 2020, the Mayor’s Office issued a decree declaring that the road project is of public utility. Therefore, Cemex Colombia sought after the necessary approvals to obtain the permits to acquire the required properties and build the remainder of the access road. Additionally, in accordance with the Colombian Infrastructure Law (Ley de Infraestructura), it is also necessary to obtain the authorization from each of the owners of the land adjacent to the road. As of December 31, 2024, the most relevant permits and all but one authorization have been obtained. As of December 31, 2024, Cemex Colombia cannot determine with certainty the date when the access road will be completed, but we expect it to be substantially complete in 2025. As of December 31, 2024, Cemex Colombia has determined it is feasible for the Maceo Plant to begin operations once the access road is complete.
On May 21, 2021, Cemex Colombia and ZOMAM submitted a new request to expand the free trade zone that covers the Maceo Project in order to commission a new clinker line at such cement plant. On June 15, 2022, the corresponding authority issued the resolution by means of which the requested extension was granted, expanding the zone by 144,712.24 m2, for a total of 336,438.24 m2.
Cemex Colombia determined that the area covered by the Environmental License related to the Maceo Project partially overlapped with a District of Integrated Management (Distrito de Manejo Integrado) (“DIM”), which could limit the granting of the Environmental License modification. On October 9, 2017, Cemex Colombia filed a petition with the Regional Autonomous Corporation of Antioquia (“Corantioquia”) to subtract from the DIM the zoning area covered by the Environmental License related to the construction by Cemex Colombia of the Maceo Project, in order to avoid any overlap between them.
On September 3, 2019, Cemex Colombia was notified of a favorable decision issued by the Corantioquia Board of Directors to approve subtracting from the DIM an area of 169.2 hectares of the municipality of Maceo. Cemex Colombia will be responsible for managing the execution of the environmental compensations requested by the Corantioquia Board of Directors, reaffirming its commitment to generate development, employment and community welfare, by preserving the ecosystem and the environment.
The mining concession and the Environmental License related to the Maceo Project were held by different legal entities, which is contrary to typical procedure in Colombia. CI Calizas assigned the mining concession and the Environmental License to Central de Mezclas S.A. (“Central de Mezclas”), a subsidiary of Cemex Colombia, in October 2012 and December 2013, respectively. However, in December 2013, the mining concession was assigned back to CI Calizas as a result of the revocation of such mining concession by the Mining Secretariat (Secretaría de Minas) of Antioquia. During the second half of 2016, Corantioquia, the regional environmental agency with jurisdiction over the Maceo Project, requested authorization and consent from Central de Mezclas to reverse the assignment of the Environmental License back to CI Calizas.
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On February 22, 2018, Central de Mezclas granted such authorization. Cemex Colombia had previously requested a modification to the Environmental License to 950,000 tons of cement per annum, which Corantioquia denied. On July 17, 2020, Cemex Colombia submitted a new request to modify the Environmental License to expand its production to 950,000 tons of cement per annum as initially planned. On February 2, 2021, Corantioquia issued a resolution authorizing CI Calizas’ request to modify the Environmental License and CI Calizas challenged such determination to further clarify the details and extent of the Environmental License. Following this challenge, on February 12, 2021, Corantioquia resolved to modify the Environmental License, allowing the extraction of up to 990,000 tons of minerals (clay and limestone) and up to 1,500,000 metric tons of cement annually. On October 22, 2021, a request for amendment of the Environmental License of Maceo Plant was filed with Corantioquia, by means of which CI Calizas requested to increase the scope of the production of exploding annually up to 1,924,000 tons of clay and limestone, among other requests. On June 27, 2023, the Colombian National Environmental Authority (Autoridad Nacional de Licencias Ambientales) (“ANLA”) commenced with the study of CI Calizas’ request. On November 15, 2024, the ANLA denied CI Calizas’ request, and thus, on December 2, 2024, CI Calizas filed a reconsideration petition against the request denial. As of December 31, 2024, we expect this request proceeding to be resolved throughout the first half of 2025. As of December 31, 2024, we believe an unfavorable resolution would not have a material adverse impact on our operations, results of operations, liquidity and financial condition.
On August 29, 2020, Cemex Colombia received a favorable opinion from Corantioquia and the relevant municipality, which deems the industrial and mining use of the land where the Maceo Project is located as suitable. As of December 31, 2024, further requirements are still in process of being fulfilled.
As of December 31, 2024, Cemex Colombia and Central de Mezclas are working on the commissioning of the Maceo Plant and in production trials in order to start operations in 2025. As of December 31, 2024, we do not expect to suffer a material adverse impact to our results of operations, liquidity, or financial condition as a result of the Maceo Plant not finalizing its commissioning to operate in 2025 or any other pending resolution to the Domain Extinction Proceeding against the Affected Assets.
Quarry Matter in France
One of our subsidiaries in France, Cemex Granulats Rhône Méditerranée (“Cemex Granulats”), is a party to a contract executed in 1990 (the “Quarry Contract”) with SCI La Quinoniere (“SCI”), pursuant to which Cemex Granulats has drilling rights to extract reserves and conduct quarry remediation at a quarry in the Rhone region of France. In 2012, SCI filed a claim against Cemex Granulats for breach of the Quarry Contract, requesting the rescission of the Quarry Contract and damages plus interest, totaling an aggregate amount of €55 million ($56.96 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00), resulting from Cemex Granulats having partially filled the quarry allegedly in breach of the terms of the Quarry Contract. On May 18, 2016, Cemex Granulats was notified about an adverse judgment in this matter by the corresponding court in Lyon, France, primarily ordering the rescission of the Quarry Contract and damages plus interest, totaling an aggregate amount of €55 million ($56.96 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00). This judgment is not enforceable. Cemex Granulats filed the notice of appeal with the appeal court in Lyon, France. SCI updated its claim for damages to an aggregate amount of €67 million ($69.39 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00). The judgment of the appeal court was notified to Cemex Granulats on March 13, 2018. It overrules the first instance judgment but orders the rescission of the Quarry Contract. It also appoints a judicial expert to (i) determine the volume of both excavated materials and backfilling materials and (ii) give their opinion on the potential damages suffered by SCI. This judgment is enforceable. Cemex Granulats filed the notice of appeal with the Court of Cassation.
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A decision dismissing Cemex Granulats’ appeal was handed down on May 23, 2019, and the Court of Cassation declared that Cemex Granulats breached the Quarry Contract. In connection with this matter, judicial experts were appointed by the Lyon Court of Appeals to (i) determine the volume of both excavated materials and backfilling materials at issue and (ii) provide their assessment of the potential damages suffered by SCI. On November 25, 2020, the judicial expert appointed by the Lyon Court of Appeals issued his final report, concluding that the volume of excavated materials and external backfilling materials were calculated at 3.04 million cubic meters and 1.41 million cubic meters, respectively. Based on these volumes, the expert calculated the loss of profits at €0.65 million ($0.67 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) and the cost of excavation of the external backfilling materials at €12.35 million ($12.79 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00). However, the judicial expert clearly states that in his opinion the damages suffered by SCI can only be set based on the loss of profits. SCI, within the proceedings on the merits of this case that have resumed before the Lyon Court of Appeals following the end of the expertise phase, updated the amount of its claims to €27 million ($27.96 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00) on the grounds of the excavation of the external backfilling materials. The decision handed down by the Lyon Court of Appeals on November 23, 2022, is in favor of Cemex Granulats, since the Lyon Court of Appeals confirmed the final report of the expert, ruling that the damages of the SCI shall (i) be based on the loss of profits, and (ii) be set at €0.65 million ($0.67 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00). SCI filed a notice of appeal before the Court of Cassation on February 20, 2023 and submitted its brief complementing the appeal on June 5, 2023. On September 22, 2023, we filed our brief in response. On September 19, 2024 the Court of Cassation issued a decision rejecting the appeal filed by SCI and confirming the Lyon Court of Appeals’ decision of November 23, 2022, which is now irrevocable. Accordingly, the damages of the SCI are definitively set at €0.65 million ($0.67 million as of December 31, 2024, based on an exchange rate of €0.96 to $1.00), which have already been paid by Cemex. As of December 31, 2024, these proceedings are considered closed and will not have a material adverse impact on our results of operations, liquidity, and financial condition.
Cebu Cease and Desist Order
On December 2, 2024, after we sold our operations and assets in the Philippines, the Office of the Governor of the Province of Cebu, in the Philippines, issued a cease-and-desist order effective for 30 days (the “Cebu Cease and Desist Order”) to ALQC regarding all the earth-moving operations within its mineral production sharing agreement (the “MPSA”) areas. These areas cover the quarry owned by ALQC, which supplies limestone to APO’s cement plant. The Cebu Cease and Desist Order also refers to the previously disclosed Landslide, which occurred in 2018. In compliance with the Cebu Cease and Desist Order, the Office of the City Mayor of Naga, Cebu, ordered municipal authorities to conduct regular inspections of the MPSA areas, including an environmental audit, comprehensive area risk assessment and determination of the carrying capacity of the MPSA areas. On December 16, 2024, Impact Assets Corporation (“IAC”), a company in the Philippines in which as of December 31, 2024 we have a 40% equity interest and which is the former shareholder of ALQC, executed, with other parties, an undertaking of support addressed to the Governor of Cebu in the Philippines under which IAC pledged to (i) comply with all environmental regulations and (ii) consult with certain government offices to get their feedback on the environmental impact of the operations of ALQC. These undertakings were made in connection with the past, current and/or future operations of ALQC in the Province of Cebu, in the Philippines.
Following the divestment of our now former operations in the Philippines (the “Philippines Divestment”), since December 2, 2024, Cemex no longer has any equity interest in CHP, APO or ALQC. Any claim from the Province of Cebu, Philippines, arising from this proceeding should be directed to ALQC. However, if ALQC was determined liable for any operations that took place prior to December 2, 2024, the Philippines Divestment purchasers could, contingent on several factors, have claims against Cemex pursuant to the terms of the Philippines Divestment’s main transactional documents. As of December 31, 2024, in the event any claims by the Philippines Divestment purchasers are brought and then ultimately resolved against us, we are not able to determine if any such adverse resolution would have a material adverse impact on our business, financial condition, liquidity, and results of operations.
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As of December 31, 2024, we cannot assess the likelihood that we will be liable for any undertakings entered into by IAC with the authorities in Cebu, the Philippines, but based on the precedents of the legal and administrative actions that had already been decided by authorities in the Philippines, but we believe that it is unlikely that there would be a material adverse impact on our results of operations, liquidity, and financial condition resulting from any actions, if any are taken against us, by authorities in the Philippines related to the Cebu Cease and Desist Orders.
UK Claim for Compensation pursuant to a Compulsory Purchase Order
On June 29, 2023, Cemex UK Operations Limited filed a claim with the Lands Tribunal seeking compensation from the UK Secretary of State following the compulsory acquisition of Cemex’s leasehold interest in land and buildings at Washwood Heath, Birmingham, where Cemex operated railway sleeper, aggregates, and asphalt businesses. The land was acquired in connection with the construction and operation of a high-speed rail line between London and the West Midlands. Cemex’s claim elements comprise the market value of its leasehold interests in its former site, disturbance losses, including loss of profits suffered as a result of the compulsory acquisition, professional fees and statutory loss payments. In June 2022, Cemex received an initial partial compensation for the land. In December 2024, mediation talks between Cemex and the UK Secretary of State took place; however, besides settlement of discrete elements of the claim and a further advance payment of £12 million ($15 million as of December 31, 2024, based on an exchange rate of £0.80 to $1.00), no definite settlement was agreed. As of December 31, 2024, though we cannot assess with certainty if the claim will be successful or not or if a settlement agreement will be reached at any point in time; we believe an adverse resolution would not have a material adverse impact on our results of operations, liquidity, and financial condition.
General
As of December 31, 2024, and also as of the date of this annual report, we were and are involved in various legal and administrative proceedings as well as investigations in some of the jurisdictions where we operate involving, but not limited to, government investigations, antitrust investigations, product warranty claims, commercial claims, criminal claims, environmental and climate-related claims, claims regarding the procurement and supply of products and services, patent and copyright infringement claims, claims and disputes regarding the transportation of goods and services, indemnification or other type of claims relating to divestments and acquisitions and similar types of claims brought against us that have arisen in the ordinary course of business, some of which we have determined do not merit disclosure based on the stage in which any such investigation is at the time of this report, and that we would disclose once the investigation is final and based on the results of any such investigation, or that we are not able to publicly disclose because we have not been formally notified of an investigation, the investigation has not officially started or the corresponding authorities have requested that we do not disclose such investigation. In addition, the administrative authorities in the countries in which we operate perform periodic audits on our operations. At times, as a result of those audits, visits and requests for information, we may receive notices to remedy (i.e., pay a fine, pay a penalty, pay an interest, modify tax returns, adjust social security payments, cover balances, etc.) certain discrepancies found in the audits, visits and requests for information, some of which we have determined do not merit disclosure based on either the stage in which any audit is at the time of this report and/or because we believe the corresponding remedy would not have a material adverse effect on our operations, financial position, and results of operations, or that we would disclose once the audit has finalized and based on the results of any such audit, if the results would have a material adverse effect on our operations, financial position, and results of operations. Also, as of December 31, 2024, we have been made aware of claims that have been filed against us that have been either dismissed or rejected, which may lead to a recourse, appeal or legal action under the applicable legislation being filed by the party that presented the claim, and in relation to which, consequently, we have not been formally notified, and that are not included in this report.
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We, and different organizations or associations to which we belong, also receive various information requests from various governmental and administrative authorities when such authorities are conducting periodic or general reviews of the markets in which we operate. We believe we have made adequate provisions to cover both current and contemplated general and specific litigation risks, and we believe these matters will be resolved without any significant effect on our operations, financial position, and results of operations. We are sometimes able to make and disclose reasonable estimates of the expected loss or range of possible loss, as well as disclose any provision accrued for such loss. However, for a limited number of ongoing legal proceedings, we may not be able to make a reasonable estimate of the expected loss or range of possible loss or may be able to do so but believe that disclosure of such information on a case-by-case basis would seriously prejudice our position in the ongoing legal proceedings or in any related settlement discussions or we believe that the current stage of the ongoing legal proceeding does not allow us to properly determine any expected loss or range of any possible loss. Accordingly, in these cases, we have disclosed qualitative information with respect to the nature and characteristics of the contingency but have not disclosed the estimate of the range of potential loss.
Item 4A—UNRESOLVED STAFF COMMENTS
Not applicable.
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Item 5—OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Overview
The following discussion and analysis should be read in conjunction with, and are qualified in their entirety by reference to, Cemex S.A.B. de C.V.’s audited consolidated financial statements as of December 31, 2023 and 2024, and for each of the three years ended December 31, 2022, 2023 and 2024 included elsewhere in this annual report. Our financial statements have been prepared in accordance with IFRS as issued by IASB.
As previously described, Cemex S.A.B. de C.V.’s audited consolidated financial statements as of December 31, 2023 and 2024, and for each of the three years ended December 31, 2022, 2023 and 2024 included elsewhere in this annual report include our presentation of several incurred and projected sales of assets as discontinued operations, as applicable. For example, (i) for the years ended December 31, 2023 and 2022 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the statements of income, net of income tax, in the single line item “Discontinued operations”; (ii) for the years ended December 31, 2023 and 2022 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the statements of income, net of income tax, in the single line item “Discontinued operations”; (iii) as of December 31, 2024, the assets and liabilities related to our operations in the Dominican Republic are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively; (iv) for the years ended December 31, 2022, 2023 and 2024, our operations in the Dominican Republic are reported in the statements of income, net of income tax, in the single line item “Discontinued operations”; (v) for the period from January 1 to October 25, 2022, our Neoris’ operations are reported in the statements of income, net of income tax, in the single item “Discontinued operations”: and (vi) for the period from January 1 to August 31, 2022, our operations in Costa Rica and El Salvador are reported in the statements of income, net of income, net of income tax, in the single line item “Discontinued operations.” See “Item 5—Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5—Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information. Also see note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report and “Item 5—Operating and Financial Review and Prospects— Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of our Operations in the Dominican Republic” for information related to the closing of the divestiture of our Dominican Republic operations.
The regulations of the SEC do not require foreign private issuers that prepare their financial statements based on IFRS to reconcile such financial statements to U.S. GAAP.
Our export sales from one reportable operating segment to another are important to evaluate the performance, market dynamics and assets’ utilization of each reportable segment on a stand-alone basis. Surplus of installed capacity or attractive export prices existing in a reportable operating segment give rise to the opportunity for exports to another operating segments to the extent there is available infrastructure for exports, such as maritime or land terminals. Accordingly, the percentage changes in cement sales volumes described in this annual report for our operations in a particular country or region include the number of tons of cement and/or the number of cubic meters of ready-mix concrete sold to our operations in other countries and regions. Moreover, the revenues financial information presented in this annual report for our operations in each country or region includes the Dollar amounts and percentage variations of the year in comparison to the previous year, as applicable, of both revenues to external customers, which summarizes our consolidated revenues as reported in the financial statements, as well as revenues including sales of cement and ready-mix concrete to our operations in other countries and regions, which have been eliminated in the preparation of Cemex S.A.B. de C.V.’s audited consolidated financial statements as of and for the year ended December 31, 2024 included elsewhere in this annual report.
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The following table sets forth selected financial information of revenues before intragroup transactions, eliminations resulting from consolidation (export sales from one country to another as described above) and revenues to external customers for each of the three years ended December 31, 2022, 2023 and 2024 by geographic reportable segment.
| Revenues including intragroup transactions For the Year Ended December 31,(1) |
Less: Intragroup For the Year Ended |
External Revenues For the Year Ended |
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| 2022 | 2023 | 2024 | 2022 | 2023 | 2024 | 2022 | 2023 | 2024 | ||||||||||||||||||||||||||||
| (in millions of Dollars) | ||||||||||||||||||||||||||||||||||||
| Mexico |
$ | 3,842 | $ | 5,060 | $ | 4,881 | $ | (200 | ) | $ | (205 | ) | $ | (136 | ) | $ | 3,642 | $ | 4,855 | $ | 4,745 | |||||||||||||||
| United States |
5,038 | 5,338 | 5,194 | (4 | ) | — | — | 5,034 | 5,338 | 5,194 | ||||||||||||||||||||||||||
| EMEA |
||||||||||||||||||||||||||||||||||||
| United Kingdom |
982 | 992 | 953 | — | — | — | 982 | 992 | 953 | |||||||||||||||||||||||||||
| France |
781 | 842 | 756 | — | — | — | 781 | 842 | 756 | |||||||||||||||||||||||||||
| Germany |
485 | 497 | 476 | (46 | ) | (50 | ) | (52 | ) | 439 | 447 | 424 | ||||||||||||||||||||||||
| Poland |
419 | 467 | 543 | (4 | ) | (1 | ) | (1 | ) | 415 | 466 | 542 | ||||||||||||||||||||||||
| Spain |
382 | 449 | 455 | (36 | ) | (38 | ) | (46 | ) | 346 | 411 | 409 | ||||||||||||||||||||||||
| Israel |
840 | 794 | 724 | — | — | — | 840 | 794 | 724 | |||||||||||||||||||||||||||
| Rest of EMEA |
707 | 770 | 784 | (1 | ) | (4 | ) | — | 706 | 766 | 784 | |||||||||||||||||||||||||
| SCA&C |
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| Colombia |
429 | 458 | 468 | — | — | (2 | ) | 429 | 458 | 466 | ||||||||||||||||||||||||||
| Panama |
149 | 158 | 148 | (34 | ) | (26 | ) | (23 | ) | 115 | 132 | 125 | ||||||||||||||||||||||||
| Caribbean TCL |
302 | 329 | 330 | (8 | ) | (12 | ) | (21 | ) | 294 | 317 | 309 | ||||||||||||||||||||||||
| Rest of SCA&C |
271 | 285 | 302 | (1 | ) | — | (1 | ) | 270 | 285 | 301 | |||||||||||||||||||||||||
| Reportable segments |
— | — | — | — | — | — | 14,293 | 16,103 | 15,732 | |||||||||||||||||||||||||||
| Other activities(3) |
413 | 451 | 468 | — | — | — | 413 | 451 | 468 | |||||||||||||||||||||||||||
| Consolidated amounts |
$ | 14,706 | $ | 16,554 | $ | 16,200 | ||||||||||||||||||||||||||||||
| (1) | For the reported periods, Cemex presents and discusses revenues before and after sales between reportable segments to allow readers a better understanding of market dynamics related to exports and utilization of installed capacity of Cemex’s reportable segments on a stand-alone basis. |
| (2) | Our operating reportable segments’ intragroup transactions refer to export sales between reportable segments. See our discussion of revenues by reportable segments in our “Results of Operations” section beginning on page 178 of this Annual Report for a description of the main origins and destinations of the Company’s exports transactions between reportable segments. |
| (3) | Our “Other activities” revenues line item refers mainly to: our Trading Unit (“Trading”). |
The following table sets forth selected consolidated financial information of total assets as of December 31, 2023 and 2024, as well as selected financial information of revenues before intragroup transactions, external revenues, and operating earnings before other expenses, net for each of the three years ended December 31, 2022, 2023 and 2024 by reportable segment expressed as a percentage of our total consolidated group, as applicable. We operate in countries and regions with economies in different stages of development and structural reform and with different levels of fluctuation in exchange rates, inflation and interest rates. These economic factors may affect our results of operations, liquidity, and financial condition, depending upon the depreciation or appreciation of the exchange rate of each country and region in which we operate compared to the Dollar and Euro and the rate of inflation of each of these countries and regions. See “Item 3—Key Information—Risk Factors—Risks Relating to Our Indebtedness and Certain Other Obligations—We have to service part of our debt and other financial obligations denominated in Dollars and Euros with revenues generated in Mexican Pesos or other currencies, as we do not generate sufficient revenue in Dollars and Euros from our operations to service all our debt and other financial obligations denominated in Dollars and Euros. This could adversely affect our ability to service our obligations in the event of a devaluation of the Mexican Peso, or any of the other currencies of the countries in which we operate, compared to the Dollar and Euro. In addition, our consolidated reported results and outstanding indebtedness are significantly affected by fluctuations in exchange rates between the Dollar (our reporting currency) vis-à-vis the Mexican Peso and other significant currencies within our operations.”
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| Revenues including intragroup transactions For the Year Ended December 31,(1) |
External Revenues For the Year Ended December 31,(2) |
Operating Earnings Before Other Expenses, Net For the Year Ended December 31, |
Total Assets at December 31,(4) |
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| 2022 | 2023 | 2024 | 2022 | 2023 | 2024 | 2022 | 2023 | 2024 | 2023 | 2024 | ||||||||||||||||||||||||||||||||||
| Mexico |
22 | % | 26 | % | 26 | % | 25 | % | 29 | % | 29 | % | 71 | % | 65 | % | 69 | % | 19 | % | 15 | % | ||||||||||||||||||||||
| United States |
29 | % | 28 | % | 28 | % | 34 | % | 32 | % | 32 | % | 23 | % | 28 | % | 28 | % | 46 | % | 48 | % | ||||||||||||||||||||||
| EMEA |
||||||||||||||||||||||||||||||||||||||||||||
| United Kingdom |
6 | % | 5 | % | 5 | % | 7 | % | 6 | % | 6 | % | 10 | % | 6 | % | 5 | % | 5 | % | 5 | % | ||||||||||||||||||||||
| France |
4 | % | 4 | % | 4 | % | 5 | % | 5 | % | 5 | % | 1 | % | 0 | % | 0 | % | 3 | % | 3 | % | ||||||||||||||||||||||
| Germany |
3 | % | 3 | % | 3 | % | 3 | % | 3 | % | 3 | % | 1 | % | 0 | % | (1 | )% | 2 | % | 2 | % | ||||||||||||||||||||||
| Poland |
2 | % | 2 | % | 3 | % | 3 | % | 3 | % | 3 | % | 3 | % | 2 | % | 4 | % | 1 | % | 2 | % | ||||||||||||||||||||||
| Spain |
2 | % | 2 | % | 2 | % | 2 | % | 2 | % | 3 | % | (2 | )% | 2 | % | 2 | % | 2 | % | 2 | % | ||||||||||||||||||||||
| Israel |
5 | % | 4 | % | 4 | % | 6 | % | 5 | % | 4 | % | 5 | % | 3 | % | 2 | % | 3 | % | 3 | % | ||||||||||||||||||||||
| Rest of EMEA |
4 | % | 4 | % | 4 | % | 5 | % | 5 | % | 5 | % | 4 | % | 5 | % | 6 | % | 3 | % | 3 | % | ||||||||||||||||||||||
| SCA&C |
||||||||||||||||||||||||||||||||||||||||||||
| Colombia |
2 | % | 2 | % | 2 | % | 3 | % | 3 | % | 3 | % | 3 | % | 2 | % | 2 | % | 4 | % | 3 | % | ||||||||||||||||||||||
| Panama |
1 | % | 1 | % | 1 | % | 1 | % | 1 | % | 1 | % | 1 | % | 1 | % | 1 | % | 1 | % | 1 | % | ||||||||||||||||||||||
| Caribbean TCL |
2 | % | 2 | % | 2 | % | 2 | % | 2 | % | 2 | % | 4 | % | 3 | % | 4 | % | 2 | % | 2 | % | ||||||||||||||||||||||
| Rest of SCA&C |
2 | % | 1 | % | 2 | % | 2 | % | 2 | % | 2 | % | 3 | % | 2 | % | 2 | % | 1 | % | 1 | % | ||||||||||||||||||||||
| Reportable segments |
— | — | — | 98 | % | 98 | % | 98 | % | 127 | % | 119 | % | 124 | % | 92 | % | 90 | % | |||||||||||||||||||||||||
| Other activities(3) |
— | — | — | 2 | % | 2 | % | 2 | % | (27 | )% | (19 | )% | (24 | )% | 4 | % | 9 | % | |||||||||||||||||||||||||
| Assets held for sale |
— | — | — | — | — | — | — | — | — | — | 1 | % | ||||||||||||||||||||||||||||||||
| Total consolidated (in millions of Dollars) |
$ | 14,706 | $ | 16,554 | $ | 16,200 | $ | 1,361 | $ | 1,959 | $ | 1,828 | $ | 28,433 | $ | 27,299 | ||||||||||||||||||||||||||||
| (1) | Represent the percentage integration by reportable operating segments based on aggregate combined revenues before eliminations resulting from consolidation. |
| (2) | Represent the percentage integration by reportable operating segments based on the consolidated amount of revenues as reported in the financial statements. |
| (3) | Our “Operating Earnings Before Other Expenses, Net” related to our “Other activities” line item includes our corporate expense, which in Dollar terms during the reported periods remained relatively flat; nonetheless, the integration percentage significantly changes year-over-year considering the total consolidated amount of “Operating Earnings Before Other Expenses, Net.” |
| (4) | As of December 31, 2023, the Philippines operations represented 3% and the Dominican Republic represented 1% of our total assets. |
Critical Accounting Estimates
The preparation of financial statements in accordance with IFRS requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. These assumptions are reviewed on an ongoing basis using available information. Actual results could differ from these estimates.
The main items subject to significant estimates and assumptions by our management include lease accounting, impairment tests of long-lived assets, recognition of deferred income tax assets, the measurement of financial instruments at fair value, the assets and liabilities related to employee benefits, as well as the analyses of contingent liabilities. Significant judgment by our management is required to appropriately assess the amounts of these assets and liabilities.
As of December 31, 2023 and 2024, and for the years ended December 31, 2022, 2023 and 2024, identified below are the accounting policies we have applied under IFRS that are critical to understanding our overall financial reporting.
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Deferred Income Taxes
Our operations are subject to taxation in many different jurisdictions throughout the world. The effects reflected in the statements of income for income taxes include the amounts incurred during the period and the amounts of deferred income taxes, determined according to the income tax law applicable to each subsidiary, reflecting uncertainty in income tax treatments, if any. Consolidated deferred income taxes represent the addition of the amounts determined in each subsidiary by applying the enacted statutory income tax rate to the total temporary differences resulting from comparing the book and taxable values of assets and liabilities, considering tax loss carryforwards and other recoverable tax credits, to the extent that it is probable that future taxable profits will be available against which they can be utilized. The measurement of deferred income taxes at the reporting period reflects the tax consequences that follow the manner in which we expect to recover or settle the carrying amount of its assets and liabilities. Deferred income taxes for the period represent the difference between balances of deferred income taxes at the beginning and the end of the period. Deferred income tax assets and liabilities relating to different tax jurisdictions are not offset. According to IFRS, all items charged or credited directly in stockholders’ equity or as part of other comprehensive income or loss for the period are recognized net of their current and deferred income tax effects. The effect of a change in enacted statutory tax rates is recognized in the period in which the change is officially enacted. Our worldwide tax position is highly complex and subject to numerous laws that require interpretation and application and that are not consistent among the countries in which we operate. Significant judgment is required to appropriately assess the amounts of tax assets and liabilities.
Deferred tax assets, mainly related to tax loss carryforwards, are reviewed at each reporting date and are reduced when it is not deemed probable that the related tax benefit will be realized, considering the aggregate amount of self-determined tax loss carryforwards that we believe will not be rejected by the tax authorities based on available evidence and the likelihood of recovering them prior to their expiration through an analysis of estimated future taxable income. If it is probable that the tax authorities would reject a self-determined deferred tax asset, we would decrease such asset. When it is considered that a deferred tax asset will not be recovered before its expiration, we would not recognize such deferred tax asset. Both situations would result in additional income tax expense for the period in which such determination is made. In order to determine whether it is probable that deferred tax assets will ultimately be recovered, we take into consideration all available positive and negative evidence, including factors such as market conditions, industry analysis, expansion plans, projected taxable income, carryforward periods, current tax structure, potential changes or adjustments in tax structure, tax planning strategies and future reversals of existing temporary differences. Likewise, we analyze our actual results versus our estimates, and adjust, as necessary, our tax asset valuations. If actual results vary from our estimates, the deferred tax asset and/or valuations may be affected, in which case, necessary adjustments will be made based on relevant information in our statement of income for such period.
Based on IFRIC 23, uncertainty over income tax treatments, the income tax effects from an uncertain tax position are recognized when it is probable that the position will be sustained based on its technical merits and assuming that the tax authorities will examine each position and have full knowledge of all relevant information. The probability of each position has been considered on its own, regardless of its relation to any other broader tax settlement. The probability threshold represents a positive assertion by management that we are entitled to the economic benefits of a tax position. If it is improbable for a tax position to be sustained, no benefits of the position are recognized. Our policy is to recognize interest and penalties related to unrecognized tax benefits as part of the income tax in the consolidated statements of income.
Our overall tax strategy is to structure our worldwide operations to reduce or defer the payment of income taxes on a consolidated basis. Many of the activities we undertake in pursuing this tax reduction strategy are highly complex and involve interpretations of tax laws and regulations in multiple jurisdictions and are subject to review by the relevant taxing authorities.
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It is possible that the taxing authorities could challenge our application of these regulations to our operations and transactions. The taxing authorities in the past have challenged interpretations that we have made and have assessed additional taxes. Although we have, from time to time, paid some of these additional assessments, including the tax assessment assessed by tax authorities in Spain, we believe that these assessments have, in most cases, not been material and that we have been successful in sustaining our positions. No assurance can be given, however, that we will continue to be as successful as we have been in the past or that pending appeals of current tax assessments will be judged in our favor. For more information, see “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Tax Matters—Spain.”
Our current and deferred income tax amounts included in our consolidated statements of income are highly variable and are subject, among other factors, to the amounts of taxable income determined in each jurisdiction in which we operate. Such amounts of taxable income depend on factors such as sale volumes and prices, costs and expenses, exchange rates fluctuations and interest on debt, among others, as well as on the estimated tax assets at the end of the period due to the expected future generation of taxable gains in each jurisdiction. See our discussion of operations included in “Item 5—Operating and Financial Review and Prospects.”
Financial Instruments
Financial assets are classified as “Held to collect” and measured at amortized cost when they meet both of the following conditions and are not designated as at fair value through profit or loss: (a) are held within a business model whose objective is to hold assets to collect contractual cash flows; and (b) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortized cost represents the net present value of the consideration receivable or payable as of the transaction date. This classification of financial assets comprises the following captions:
| • | Cash and cash equivalents; |
| • | Trade accounts receivable, other current accounts receivable and other current assets. Due to their short-term nature, we initially recognize these assets at the original invoiced or transaction amount minus expected credit losses, as explained below; |
| • | Trade accounts receivable sold under securitization programs, in which certain residual interest in the trade accounts receivable sold in case of recovery failure and continued involvement in such assets is maintained, do not qualify for derecognition and are maintained in the statement of financial position; and |
| • | Investments and non-current accounts receivable. Subsequent changes in effects from amortized cost are recognized in the statement of income as part of “Financial income and other items, net.” |
Certain strategic investments are measured at fair value through other comprehensive income within “Other equity reserves.” We do not maintain financial assets “Held to collect and sell” whose business model has the objective of collecting contractual cash flows and then selling those financial assets.
The financial assets that are not classified as “Held to collect” or that do not have strategic characteristics fall into the residual category of held at fair value through the statement of income as part of “Financial income and other items, net.”
Debt instruments and other financial obligations are classified as “Loans” and measured at amortized cost. Interest accrued on financial instruments is recognized within “Other accounts payable and accrued expenses” against financial expense. During the reported periods, we did not have financial liabilities voluntarily recognized at fair value or associated with fair value hedge strategies with derivative financial instruments.
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Derivative financial instruments are recognized as assets or liabilities in the statement of financial position at their estimated fair values, and the changes in such fair values are recognized in the statement of income within “Financial income and other items, net” for the period in which they occur, except in the case of hedging instruments as described below.
(a) Derivative financial instruments
In compliance with the guidelines established by our Risk Management Committee and the restrictions in our debt agreements and our hedging strategy, we use derivative financial instruments with the objectives of: (i) changing the risk profile or fixing the price of fuels; (ii) foreign exchange hedging; (iii) hedging forecasted transactions; (iv) changing the risk of changes in market interest rates; and (v) accomplishing other corporate objectives.
Derivative financial instruments are recognized as assets or liabilities in the balance sheet at their estimated fair values, and changes in such fair values are recognized in the statements of income within “Financial income and other items, net” for the period in which they occur, except for changes in the fair value of derivative instruments associated with cash flow hedges, in which case, such changes in fair value are recognized in stockholders’ equity within “Other equity reserves,” and are reclassified to earnings as the interest expense of the related debt is accrued, in the case of interest rate swaps, or when the underlying products are consumed in the case of contracts on the price of raw materials and commodities. Likewise, in hedges of the net investment in foreign subsidiaries, changes in fair value are recognized in stockholders’ equity as part of the foreign currency translation result within “Other equity reserves,” whose reversal to earnings would take place upon disposal of the foreign investment. During the reported periods, we have not designated any derivative instruments in fair value hedges. Derivative instruments are negotiated with institutions with significant financial capacity; therefore, we believe the risk of nonperformance of the obligations agreed to by such counterparties to be minimal. See note 17.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included herein.
The estimated fair value under IFRS represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, considering the counterparty’s credit risk in the valuation, that is, an exit price or a market-based measurement.
In connection with hedge accounting under IFRS 9, Financial Instruments: classification and measurement (“IFRS 9”), among other changes, there is a relief for entities in performing: (a) the retrospective effectiveness test at inception of the hedging relationship and (b) the requirement to maintain a prospective effectiveness ratio between 0.8 and 1.25 at each reporting date for purposes of sustaining the hedging designation, both requirements under International Accounting Standard (“IAS”) 39, Financial instruments: recognition and measurement (“IAS 39”). Under IFRS 9, a hedging relationship can be established to the extent the entity considers, based on the analysis of the overall characteristics of the hedging and hedged items, that the hedge will be highly effective in the future and the hedge relationship at inception is aligned with the entity’s reported risk management strategy. IFRS 9 maintains the same hedge accounting categories of cash flow hedge, fair value hedge and hedge of a net investment established in IAS 39, as well as the requirement of recognizing the ineffective portion of a cash flow hedge immediately in the statement of operations.
The concept of exit value is premised on the existence of a market and market participants for the specific asset or liability. When there is no market and/or market participants willing to make a market, IFRS establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1, as defined below, measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3, as defined below, measurements).
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The three levels of the fair value hierarchy are as follows:
| • | Level 1 – represents quoted prices (unadjusted) in active markets for identical assets or liabilities that we can access at the measurement date. A quoted price in an active market provides the most reliable evidence of fair value and is used without adjustment to measure fair value whenever available. |
| • | Level 2 – are inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly, and are used mainly to determine the fair value of securities, investments or loans that are not actively traded. Level 2 inputs included equity prices, certain interest rates and yield curves, implied volatility and credit spreads, among others, as well as inputs extrapolated from other observable inputs. In the absence of Level 1 inputs, we determined fair values by iteration of the applicable Level 2 inputs, the number of securities and/or the other relevant terms of the contract, as applicable. |
| • | Level 3 – inputs are unobservable inputs for the asset or liability. We use unobservable inputs to determine fair values, to the extent there are no Level 1 or Level 2 inputs, in valuation models such as Black-Scholes, binomial, discounted cash flows or multiples of Operating EBITDA, including risk assumptions consistent with what market participants would use to arrive at fair value. |
Critical judgment and estimates by management are required to appropriately identify the corresponding level of fair value applicable to each derivative financing transaction, as well as to assess the amounts of the resulting assets and liabilities, mainly in respect of Level 2 and Level 3 fair values, in order to account for the effects of derivative financial instruments in the financial statements. See note 17.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
(b) Impairment of financial assets
Impairment losses of financial assets, including trade accounts receivable, are recognized using the Expected Credit Loss model (“ECL”) for the entire lifetime of such financial assets on initial recognition, and at each subsequent reporting period, even in the absence of a credit event or if a loss has not yet been incurred, considering for their measurement past events and current conditions, as well as reasonable and supportable forecasts affecting collectability. For purposes of the ECL model of trade accounts receivable, on a country-by-country basis, we segment our accounts receivable by type of client, homogeneous credit risk and days past due and determine for each segment an average rate of ECL, considering actual credit loss experience generally over the last 12 months and analyses of future delinquency, that is applied to the balance of the accounts receivable. The average ECL rate increases in each segment of days past due until the rate is 100% for the segment of 365 days or more past due.
Impairment of Long-lived Assets and Goodwill
Our statement of financial position reflects significant amounts of long-lived assets (including property, machinery and equipment, goodwill, intangible assets of definite life and other investments) associated with our operations throughout the world. Many of these amounts have resulted from past acquisitions, which have required us to reflect these assets at their fair market values at the dates of acquisition. According to their characteristics and the specific accounting rules related to them, we assess the recoverability of our long-lived assets at least once a year, normally during the fourth quarter, as is the case for goodwill, or whenever events or circumstances arise that we believe trigger a requirement to review such carrying values, as is the case with property, machinery and equipment and intangible assets of definite life.
Property, machinery and equipment, assets for the right-of-use, intangible assets of definite life and other investments are tested for impairment upon the occurrence of factors such as the occurrence of internal or external indicators of impairment, such as changes in our operating business model or in technology that affects the asset, as well as expectations of lower operating results for each cash generating unit, in order to determine whether their carrying amounts may not be recovered.
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In such cases, an impairment loss is recorded in the statements of income for the period when such determination is made within “Other expenses, net.” The impairment loss of an asset results from the excess of the asset’s carrying amount over its recoverable amount, corresponding to the higher of the fair value of the asset, less costs to sell such asset, and the asset’s value in use, the latter represented by the net present value of estimated cash flows related to the use and eventual disposal of the asset.
During the years ended December 31, 2023 and 2024, we recognized non-cash impairment losses of fixed assets for an amount of $36 and $122 million, respectively, mainly in connection with the closing and/or reduction of operations resulting from adjusting supply to current demand conditions, a change of operating model of certain assets, a material decrease in real estate prices, as well as some equipment that remained idle for extended periods. In the year ended December 31, 2022, we recognized non-cash impairment losses of fixed assets for an amount of $77 million, mainly associated with certain negative effects of the COVID-19 pandemic, as a result of which we closed certain assets due to their estimated sales volumes and the Company’s ability to supply demand by achieving efficiencies in other operating assets. In addition, during 2022, 2023 and 2024, there were no reversal of impairment charges recognized in prior years. Generally, for all reported periods, we conduct impairment tests on several CGUs considering certain triggering events, mainly: (a) the closing and/or reduction of operations of cement and ready-mix concrete plants resulting from adjusting the supply to current demand conditions; (b) change of operating model of certain assets or the transferring of installed capacity to more efficient plants; as well as (c) for certain equipment, remaining idle for several periods. Any resulting impairment losses are recognized within the line item of “Other expenses, net.” See note 15.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
During the years ended December 31, 2022, 2023 and 2024 the breakdown of impairment losses of fixed assets by country was as follows:
| For the Year Ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| (in millions of Dollars) | ||||||||||||
| France |
$ | — | $ | 6 | $ | 45 | ||||||
| United States |
26 | 3 | 24 | |||||||||
| Caribbean TCL |
14 | 7 | 16 | |||||||||
| Spain |
23 | 2 | 15 | |||||||||
| United Kingdom |
10 | 5 | 9 | |||||||||
| Others |
4 | 13 | 13 | |||||||||
| $ | 77 | $ | 36 | $ | 122 | |||||||
See note 15.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
We do not have intangible assets of indefinite life other than goodwill. As mentioned above, goodwill is tested for impairment when required due to significant adverse changes or at least once a year, during the last quarter of such year or additionally on any interim date when impairment indicators exist, by means of determining the value in use of the group of CGUs to which goodwill balances have been allocated, which consists of the higher of such group of CGUs fair value, less cost to sell and its value in use, represented by the discounted amount of estimated future cash flows to be generated by such CGUs to which goodwill has been allocated. We determine discounted cash flows generally over periods of five years, plus a terminal value using risk-adjusted discount rates. If the value in use of a group of CGUs to which goodwill has been allocated is lower than its corresponding carrying amount, we determine the fair value of our reporting units using methodologies generally accepted in the market to determine the value of entities, such as multiples of Operating EBITDA and by reference to other market transactions, among others.
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We recognize an impairment loss of goodwill within “Other expenses, net,” if the recoverable amount is lower than the net book value of the group of CGUs to which goodwill has been allocated. Impairment charges recognized on goodwill are not reversed in subsequent periods.
For the year ended December 31, 2024, we did not recognize any goodwill impairment losses considering that, in most cases, our cash flows projections by reportable operating segments to which our goodwill balances have been allocated slightly improved compared to 2023. This was mainly due to reductions in the applicable discount rates, which on a weighted average decreased 70 basis points in 2024, or 0.7%, compared to 2023, while the generation of our Operating EBITDA is generally expected to remain flat as a result of geopolitical uncertainty, among other factors. See notes 7 and 16.2 to Cemex, S.A.B. de C.V.’s audited consolidated financial statements included elsewhere in this annual report.
For the year ended December 31, 2023, we did not recognize any goodwill impairment losses considering the rise in our projected cash flows, particularly due to the enhanced generation of Operating EBITDA in most of the countries where our goodwill balances are allocated. Additionally, the positive outlook for the upcoming years played a role in this determination. This was partially offset by the overall increase in applicable discount rates, which saw an average uptick of 120 basis points, or 1.2%, compared to 2022. See notes 7 and 16.2 to Cemex, S.A.B. de C.V.’s audited consolidated financial statements included elsewhere in this annual report.
For the year ended December 31, 2022, as part of the mandatory impairment test during the fourth quarter, we recognized within “Other expenses, net,” non-cash goodwill impairment losses for an aggregate amount of $365 million, of which $273 million correspond to the operating segment in the United States and $92 million correspond to the operating segment in Spain. See notes 7 and 16.2 to Cemex, S.A.B. de C.V.’s audited consolidated financial statements included elsewhere in this annual report. In both cases, the related book value of the operating segment exceeded the corresponding value in use. The impairment losses in 2022 are mainly related to the significant increase in the discount rates in comparison to 2021 and the resulting significant decrease in our projected cash flows in these segments considering the global high inflationary environment, which increased risk-free rates, and the material increase in the funding cost observed in the industry during the period. These negative effects more than offset the expected improvements in the estimated Operating EBITDA generation in both the United States and Spain.
For the years ended December 31, 2022, 2023 and 2024, the reporting segments we presented in note 4.3 to our 2024 audited consolidated financial statements included elsewhere in this annual report represent our groups of CGUs to which goodwill has been allocated for purposes of testing goodwill for impairment. In arriving at this conclusion, we considered: (i) that after the acquisition, goodwill was allocated at the level of the reporting segment; (ii) that the operating components that comprise the reporting segment have similar economic characteristics; (iii) that the reporting segments are used by us to organize and evaluate its activities in its internal information system; (iv) the homogenous nature of the items produced and traded in each operative component, which are all used by the construction industry; (v) the vertical integration in the value chain of the products comprising each component; (vi) the type of clients, which are substantially similar in all components; (vii) the operative integration among components; and (viii) whether the compensation system of the specific country is based on the consolidated results of the reporting segment and not on the particular results of the components. In addition, the country level represents the lowest level within us at which goodwill is monitored for internal management purposes.
Significant judgment by management is required to appropriately assess the fair values and values in use of these assets. Impairment tests are significantly sensitive to, among other factors, the estimation of future prices of our products, the development of operating expenses, local and international economic trends in the construction industry, the long-term growth expectations in the different markets as well as the discount rates and the growth rates in perpetuity applied.
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For purposes of estimating future prices, we use, to the extent available, historical data plus the expected increase or decrease according to information issued by what we consider to be trusted external sources, such as national construction or cement producer chambers and/or in governmental economic expectations. Operating expenses are normally measured as a constant proportion of revenue, following past experience. However, such operating expenses are also reviewed considering external information sources in respect to inputs that behave according to international prices, such as gas and oil. We use specific pre-tax discount rates for each group of CGUs to which goodwill is allocated, which are applied to pre-tax cash flows. The discount rates are determined using the approach of the weighted average cost of capital formula. The amounts of estimated undiscounted cash flows are significantly sensitive to the growth rate in perpetuity applied. The higher the growth rate in perpetuity applied, the higher the amount obtained of undiscounted future cash flows by group of CGUs obtained. Moreover, the amounts of discounted estimated future cash flows are significantly sensitive to the weighted average cost of capital (discount rate) applied. The higher the discount rate applied, the lower the amount obtained of discounted estimated future cash flows by group of CGUs obtained. Additionally, we monitor the useful lives assigned to these long-lived assets for purposes of depreciation and amortization, when applicable. This determination is subjective and is integral to the determination of whether impairment has occurred.
Pre-tax discount rates and long-term growth rates used to determine the discounted cash flows in the group of CGUs with the main goodwill balances in 2022, 2023 and 2024 were as follows:
| Discount Rates | Long-term growth rate | |||||||||||||||||||||||
| Groups of CGUs |
2022 | 2023 | 2024 | 2022 | 2023 | 2024 | ||||||||||||||||||
| United States |
9.1% | 10.1% | 9.4% | 2.0% | 2.0% | 2.1% | ||||||||||||||||||
| United Kingdom |
9.1% | 10.4% | 9.7% | 1.5% | 1.5% | 1.3% | ||||||||||||||||||
| France |
9.2% | 10.4% | 9.8% | 1.4% | 1.5% | 1.3% | ||||||||||||||||||
| Spain |
9.4% | 10.7% | 9.8% | 1.7% | 1.6% | 1.6% | ||||||||||||||||||
| Mexico |
10.3% | 11.6% | 10.9% | 1.1% | 1.0% | 0.5% | ||||||||||||||||||
| Colombia |
10.9% | 12.7% | 12.1% | 3.3% | 3.3% | 3.0% | ||||||||||||||||||
| Range of rates in other countries |
9.3% - 13.9% | 10.3% - 14.7% | 9.6% - 12.8% | 1.5% - 4.5% | 1.1% - 4.0% | 0.7% - 4.0% | ||||||||||||||||||
The discount rates used in our cash flow projections for determining the value in use of our operating segments to which goodwill has been allocated as of December 31, 2024, decreased by a weighted average of 0.7% compared to 2023. This decrease is mainly attributed to the decrease in the risk-free rate associated with our segments, which changed from 4.79% in 2023 to 4.25% in 2024, the reduction in the funding cost that changed from 6.7% in 2023 to 5.3% in 2024, net of the decrease in the weight of debt which changed from 22.5% in 2023 to 21.1% in 2024, and the slight reduction in the public comparable companies’ stock volatility (“Beta”), which changed from 1.07 in 2023 to 1.05 in 2024. These reductions were partially offset by the increase in the market premium, which changed from 5.9% in 2023 to 6.0% in 2024.
The discount rates used in our cash flow projections for determining the value in use of our operating segments to which goodwill has been allocated as of December 31, 2023, increased by a weighted average of 1.2% compared to 2022. This increase is mainly attributed to several factors: the increase in the risk-free rate associated with our segments, which changed from 3.58% in 2022 to 4.79% in 2023; and the reduction in the weight of debt which changed from 27% in 2022 to 22.5% in 2023. These increases were partially offset by the reduction in the public comparable companies’ stock volatility Beta which changed from 1.08 in 2022 to 1.07 in 2023. In 2023, the funding cost observed in the industry remained unchanged at 6.7% compared to 2022, and other assumptions remained relatively flat in 2023 in comparison to 2022.
As of December 31, 2024, we identified the discount rates used in our cash flow projections in the United States and Colombia as potential impairment risks in our operating segments. The foregoing is due to a funding cost of 5.3% as of December 31, 2024, an independent increase of 450 basis points, or 4.5%, compared to December 31, 2023 and a risk-free rate of 5.5% as of December 31, 2024, an independent increase of 125 basis points, or 1.25%, compared to December 31, 2023.
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Nonetheless, such assumptions were not feasible as of December 31, 2024 in an environment with receding inflation and, consequently, with decreasing interest rates. We continually monitor the evolution of the group of CGUs to which goodwill has been allocated that have presented relative goodwill impairment risk in any of the reported periods and, if the relevant economic variables and the related value in use would be negatively affected, it may result in a goodwill impairment loss in the future. The table below shows the additional effects of the sensitivity analyses to the charges recognized from the changes in assumptions as of December 31, 2024.
| Impairment effects from the sensitivity analyses to changes in assumptions as of December 31, 2024 |
||||||||||||||||
| Operating segment |
Impairment losses recognized |
Discount rate +1% |
Long-term growth rate -1% |
Multiples Operating EBITDA 9.7x |
||||||||||||
| United States |
$ | — | 509 | 213 | — | |||||||||||
| Colombia |
$ | — | 49 | 23 | — | |||||||||||
Employee Benefits
The costs associated with our employees’ benefits for: (i) defined benefit pension plans and (ii) other post- employment benefits, primarily comprised of health care benefits, life insurance and seniority premiums, granted by us and/or pursuant to applicable law, are recognized as services rendered, based on actuarial estimations of the benefits’ present value with the advice of external actuaries. For certain pension plans, we have created irrevocable trust funds to cover future benefit payments (“plan assets”). These plan assets are valued at their estimated fair value at the statement of financial position date. The actuarial assumptions and accounting policy consider: (i) the use of nominal rates; (ii) a single rate is used for the determination of the expected return on plan assets and the discount of the benefits obligation to present value; (iii) a net interest is recognized on the net defined benefit liability (liability minus plan assets); and (iv) all actuarial gains and losses for the period, related to differences between the projected and real actuarial assumptions at the end of the period, as well as the difference between the expected and real return on plan assets, are recognized as part of “Other items of comprehensive income (loss), net” within stockholders’ equity.
The service cost, corresponding to the increase in the obligation for additional benefits earned by employees during the period, is recognized within operating costs and expenses. The net interest cost, resulting from the increase in obligations for changes in net present value and the change during the period in the estimated fair value of plan assets, is recognized within “Financial income and other items, net.”
The effects from modifications to the pension plans that affect the cost of past services are recognized within operating costs and expenses in the period in which such modifications become effective to the employees or without delay if changes are effective immediately. Likewise, the effects from curtailments and/or settlements of obligations occurring during the period, associated with events that significantly reduce the cost of future services and/or significantly reduce the population subject to pension benefits, respectively, are recognized within operating costs and expenses.
Contingent Liabilities
Obligations or losses resulting from past events are recognized as liabilities in the statement of financial position only when present legal or constructive obligations exist, are probable to result in an outflow of resources and the amount can be measured reliably. We do not recognize a provision when a loss is less than probable or when it is considered probable, but it is not possible to estimate the amount of the outflow.
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In such cases, the entity discloses contingent liability in the notes to the financial statements, unless the possibility of an outflow of resources is remote.
We conduct significant activities in all the countries we operate, and we are exposed to events that may create possible obligations that must be analyzed at each reporting period, in order to conclude whether we have a present obligation that could lead to an outflow of resources embodying economic benefits; or present obligations that do not meet the recognition criteria, according to IAS 37, Provisions, Contingent Liabilities and Contingent Assets.
We are involved in various legal proceedings that have arisen in the ordinary course of business. These proceedings include (1) antitrust proceedings; (2) product warranty claims; (3) claims for environmental damages; (4) indemnification claims relating to acquisitions or divestitures; (5) claims to revoke permits and/or concessions; (6) tax matters; and (7) other diverse civil, administrative, commercial and legal actions. Some of the cases require significant judgment and estimates from management to appropriately assess the likelihood of the outcomes and whether a present obligation exists. We maintain regional, country and centralized in-house legal departments which follow up on each of these cases and assist with the evaluation of the likelihood of the outcomes. In certain circumstances, external legal advice is also engaged.
We are sometimes able to make and disclose reasonable estimates of the expected loss or range of possible loss, as well as disclose any provision accrued for such loss. However, for a limited number of ongoing legal proceedings, we may not be able to make a reasonable estimate of the expected loss or range of possible loss or may be able to do so but believe that disclosure of such information on a case-by-case basis would seriously prejudice our position in the ongoing legal proceedings or in any related settlement discussions. Accordingly, in such cases, we disclose qualitative information with respect to the nature and characteristics of the contingency but do not disclose our estimate of the range of potential loss.
Results of Operations
Selected Consolidated Financial Information
The financial data set forth below as of December 31, 2023 and 2024, and for each of the three years ended December 31, 2022, 2023 and 2024 have been derived from, and should be read in conjunction with, and are qualified in their entirety by reference to, our 2024 audited consolidated financial statements included elsewhere in this annual report.
Our 2024 audited consolidated financial statements included elsewhere in this annual report have been prepared in accordance with IFRS, which differ in significant respects from U.S. GAAP. The regulations of the SEC do not require foreign private issuers that prepare their financial statements on the basis of IFRS (as issued by the IASB) to reconcile such financial statements to U.S. GAAP.
During the year ended December 31, 2024, we reported a controlling interest net income of $939 million, which was 415% higher than 2023. Our improved operating performance, net income for 2024 was driven by a lower effective tax rate and gains from asset divestments. This increase was partially mitigated by 2% lower revenues in 2024 compared to 2023, attributable to lower volumes in the markets in which we operate, partially compensated by higher prices. Our other expenses, net, decreased 97% from an expense of $211 million in 2023 to an expense of $7 million in 2024, which was mainly due to a gain on sale of assets, including the sale of our 34.8% equity interest in Neoris. During the year ended December 31, 2024, we did not recognize any non-cash goodwill impairment losses.
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Cemex, S.A.B. de C.V. and Subsidiaries
Selected Consolidated Financial Information
| As of and for the Year Ended December 31, |
||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| (in millions of Dollars, except ratios and share and per share amounts) |
||||||||||||
| Statements of Income Information: | ||||||||||||
| Revenues |
$ | 14,706 | $ | 16,554 | $ | 16,200 | ||||||
| Cost of sales(1) |
(10,221 | ) | (10,979 | ) | (10,761 | ) | ||||||
| Gross profit |
4,485 | 5,575 | 5,439 | |||||||||
| Operating expenses |
(3,124 | ) | (3,616 | ) | (3,611 | ) | ||||||
| Operating earnings before other expenses, net(2) |
1,361 | 1,959 | 1,828 | |||||||||
| Other expenses, net |
(488 | ) | (211 | ) | (7 | ) | ||||||
| Operating earnings(2) |
873 | 1,748 | 1,821 | |||||||||
| Financial items(3) |
(333 | ) | (523 | ) | (934 | ) | ||||||
| Share of profit of equity accounted investees |
30 | 98 | 93 | |||||||||
| Earnings before income tax |
570 | 1,323 | 980 | |||||||||
| Income tax |
(168 | ) | (1,204 | ) | (67 | ) | ||||||
| Discontinued operations(4) |
483 | 80 | 47 | |||||||||
| Non-controlling interest net income |
27 | 17 | 21 | |||||||||
| Controlling interest net income |
858 | 182 | 939 | |||||||||
| Basic earnings per share(5)(6) |
0.0197 | 0.0042 | 0.0217 | |||||||||
| Diluted earnings per share(5)(6) |
0.0193 | 0.0041 | 0.0213 | |||||||||
| Basic earnings per share from continuing operations(5)(6) |
0.0086 | 0.0023 | 0.0206 | |||||||||
| Diluted earnings per share from continuing operations(5)(6) |
0.0085 | 0.0023 | 0.0202 | |||||||||
| Number of shares outstanding(5)(7)(8) |
44,348 | 44,110 | 44,066 | |||||||||
| Statement of Financial Position Information: |
||||||||||||
| Cash and cash equivalents |
495 | 624 | 864 | |||||||||
| Assets held for sale and other current assets(9) |
183 | 191 | 370 | |||||||||
| Property, machinery and equipment, net and assets for the right-of-use, net(13) |
11,284 | 12,466 | 11,240 | |||||||||
| Other assets |
14,485 | 15,152 | 14,825 | |||||||||
| Total assets |
26,447 | 28,433 | 27,299 | |||||||||
| Current debt |
51 | 25 | 189 | |||||||||
| Other current liabilities |
5,495 | 6,761 | 5,903 | |||||||||
| Non-current debt |
6,920 | 6,203 | 5,340 | |||||||||
| Other non-current liabilities |
3,072 | 3,328 | 3,390 | |||||||||
| Total liabilities |
15,538 | 16,317 | 14,822 | |||||||||
| Non-controlling interest |
408 | 352 | 301 | |||||||||
| Total controlling interest |
10,501 | 11,764 | 12,176 | |||||||||
| Other Financial Information: |
||||||||||||
| Book value per share(5)(8)(10) |
0.2368 | 0.2667 | 0.2763 | |||||||||
| Operating EBITDA(11) |
2,433 | 3,149 | 3,078 | |||||||||
| Capital expenditures |
1,362 | 1,417 | 1,380 | |||||||||
| Depreciation and amortization of assets |
1,072 | 1,190 | 1,250 | |||||||||
| Cash flows provided by operating activities from continuing operations |
1,877 | 3,132 | 3,252 | |||||||||
| Basic earnings per CPO from continuing operations(5)(6) |
0.0258 | 0.0069 | 0.0618 | |||||||||
| Basic earnings per CPO(5)(6) |
0.0591 | 0.0126 | 0.0651 | |||||||||
| Total debt plus other financial obligations(12) |
8,825 | 8,164 | 7,358 | |||||||||
| (1) | Cost of sales represents the production cost of inventories at the moment of sale and includes depreciation, amortization and depletion of assets involved in production, expenses related to storage in production plants, freight expenses of raw materials in plants and delivery expenses of our ready-mix concrete |
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| business. Our cost of sales excludes (i) expenses related to personnel and equipment comprising our selling network and those expenses related to warehousing at the points of sale and (ii) freight expenses of finished products from our producing plants to our points of sale and from our points of sale to our customers’ locations, which are all included as part of the line item titled “Operating expenses.” |
| (2) | In the statements of income, we include the line item titled “Operating earnings before other expenses, net” considering that it is a subtotal relevant for the determination of our “Operating EBITDA” as explained in note 2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. The line item of “Operating earnings before other expenses, net” allows for easy reconciliation of the amount in these financial statements under IFRS to the non-IFRS measure of Operating EBITDA by adding back depreciation and amortization. Under current IFRS, the inclusion of certain subtotals such as “Operating earnings before other expenses, net” and the display of the statements of income varies significantly by industry and company according to specific needs. |
| (3) | Financial items include our financial expense and our financial income and other items, net, which includes net interest cost of pension liabilities, financial income, results from financial instruments, net (derivatives, fixed-income investments and other securities), foreign exchange results, effects of amortized cost on assets and liabilities and others, net. See notes 8.1 and 8.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. |
| (4) | Considering the disposal of entire reporting segments as well as the sale of significant businesses, our statements of income present as part of the single line item of “Discontinued operations,” net of income tax, the results of: (a) the operating segment in Philippines for the years ended December 31, 2022 and 2023 and for the period from January 1 to December 2, 2024; (b) the operating segment in Guatemala for the years ended December 31, 2022 and 2023 and for the period from January 1 to September 10, 2024; (c) the operating segment in Dominican Republic for the years ended December 31, 2022, 2023 and 2024; (d) the operating segments in Costa Rica and El Salvador for the period from January 1 to August 31, 2022; and (e) Neoris’ operations for the period from January 1 to October 25, 2022. See note 4.2 in Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. |
| (5) | Cemex, S.A.B. de C.V.’s capital stock consists of Series A shares and Series B shares. Each CPO represents two Series A shares and one Series B share. As of December 31, 2024, 99.99% of Cemex, S.A.B. de C.V.’s outstanding share capital was represented by CPOs, with each ADS representing 10 CPOs. During the year ended December 31, 2022, under the repurchase programs authorized at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meetings held on March 25, 2021 and March 24, 2022, Cemex, S.A.B. de C.V. repurchased 220.6 million CPOs, at a weighted average price in Mexican Pesos equivalent to $0.5026 per CPO, which was equivalent to an amount of $110.9 million. The shares repurchased under such repurchase programs were proposed and subsequently approved for cancellation at the Cemex, S.A.B. de C.V. Annual ordinary general shareholders’ meeting held on March 23, 2023. No CPOs were repurchased in 2023 and 2024 under the repurchase programs authorized at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meetings held on March 23, 2023 and March 22, 2024. |
| (6) | Earnings per share is calculated based upon the weighted-average number of shares outstanding during the year, as described in note 23 to our 2024 audited consolidated financial statements included elsewhere in this annual report. Basic earnings per CPO is determined by multiplying the basic earnings per share for each period by three (the number of shares underlying each CPO). Basic earnings per CPO is presented solely for the convenience of the reader and does not represent a measure under IFRS. As shown in notes 4.2 and 23 to our 2024 audited consolidated financial statements included elsewhere in this annual report, and in connection with our discontinued operations mentioned above, for the year ended December 31, 2022, “Basic earnings per share” and “Diluted earnings per share” include $0.0086 and $0.0085, respectively, from “Continuing operations,” for the year ended December 31, 2023, “Basic earnings per share” and “Diluted earnings per share” include $0.0023 and $0.0023, respectively, from “Continued operations” and for the year ended December 31, 2024, “Basic earnings per share” and “Diluted earnings per share” include $0.0206 and $0.0202, respectively, from “Continued operations.” In addition, for the year ended December 31, 2022, “Basic earnings per share” and “Diluted earnings per share” include $0.0111 and $0.0109, respectively, from “Discontinued operations,” for the year ended December 31, 2023, “Basic earnings per share” and “Diluted earnings per share” include $0.0018 and $0.0018, respectively, from “Discontinued operations” and for the year ended December 31, 2024, “Basic earnings per share” and “Diluted earnings per share” include $0.0011 and $0.0011, respectively, from “Discontinued operations.” See note 23 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. |
| (7) | Cemex, S.A.B. de C.V. did not pay a dividend in the years ended December 31, 2022 and 2023. No recapitalization of retained earnings or cash dividend was proposed at Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meetings held on March 24, 2022 and March 23, 2023. Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meeting held on March 22, 2024, Cemex, S.A.B. de C.V. paid three installments of a cash dividend to shareholders during the year ended December 31, 2024 in the amounts of $0.012712 Mexican Pesos per share (equivalent to $0.000689 per share), $0.013496 Mexican Pesos per share (equivalent to $0.000689 per share) and $0.013886 Mexican Pesos per share (equivalent to $0.000689 per share), respectively. |
| (8) | Represents the weighted average number of shares diluted included in note 23 to our 2024 audited consolidated financial statements included elsewhere in this annual report. |
| (9) | The year ended December 31, 2024, includes assets held for sale in connection with the operating segment in Dominican Republic for $229 million. Additionally, as for years ended December 31, 2022, 2023 and 2024, included other assets held for sale for $68 million, $49 million and $36 million, respectively. |
| (10) | Book value per share is calculated by dividing the total controlling interest by the number of shares outstanding. |
| (11) | “Operating EBITDA” equals operating earnings before other expenses, net, plus depreciation and amortization expenses. Although Operating EBITDA is not a measure of operating performance, an alternative to cash flows or a measure of financial position under IFRS, Operating EBITDA is the financial measure used by our chief executive officer to review operating performance and profitability, for decision making purposes and to allocate resources. Moreover, Operating EBITDA is a measure used by our creditors to review our capacity to internally fund capital expenditures, to service or incur debt and to comply with financial covenants under our financing agreements. See note 17.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. Our Operating EBITDA may not be comparable to similarly titled measures reported by other companies. Operating EBITDA is reconciled below to operating earnings before other expenses, net, as reported in the statements of income, and to cash flows provided by operating activities from continuing operations before financial expense, coupons on the Subordinated Notes and income taxes, as reported in the statement of cash flows. Financial expense as reported in the statements of income does not include the coupon payments of Subordinated Notes of $54 million in 2022, $120 million in 2023 and $143 million in 2024 as described in note 21.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. |
| (12) | Oher financial obligations include: (a) lease contracts as per IFRS 16; and (b) liabilities secured with accounts receivable. See notes 10 and 17.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. |
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| For the Year Ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| (in millions of Dollars) | ||||||||||||
| Reconciliation of cash flows provided by operating activities from continuing operations to Operating EBITDA |
||||||||||||
| Cash flow provided by operating activities from continuing operations |
$ | 1,877 | $ | 3,132 | $ | 3,252 | ||||||
| Plus/minus: |
||||||||||||
| Changes in working capital excluding income taxes |
390 | (192 | ) | (231 | ) | |||||||
| Depreciation and amortization of assets |
(1,072 | ) | (1,190 | ) | (1,250 | ) | ||||||
| Other items, net |
166 | 209 | 57 | |||||||||
| Operating earnings before other expenses, net |
1,361 | 1,959 | 1,828 | |||||||||
| Plus: |
||||||||||||
| Depreciation and amortization of assets |
1,072 | 1,190 | 1,250 | |||||||||
| Operating EBITDA |
2,433 | 3,149 | 3,078 | |||||||||
Consolidation of Our Results of Operations
Our 2024 audited consolidated financial statements included elsewhere in this annual report include all entities in which we hold a controlling interest or which we otherwise control. Control exists, and consolidation is required, only when we have all of the following: (a) the power, directly or indirectly, to direct the relevant activities of an entity; (b) the exposure to variable returns from our involvement with such entity; and (c) the ability to use our power over such entity to affect its returns.
Investments in associates when we have significant influence, which is generally presumed with a minimum equity interest of 20% and/or joint venture arrangements, in which we and other third-party investors have joint control and have rights to the net assets of the arrangements, are accounted for by the equity method. Under the equity method, after acquisition, the investment’s original cost is adjusted for the proportional interest in the associate’s equity and earnings.
All balances and transactions between the group subsidiaries have been eliminated in consolidation.
Discontinued Operations
Considering the disposal of entire reporting segments as well as the sale of significant businesses, our statements of income present as part of the single line item of “Discontinued operations” the results of operations, net of income tax, of the following transactions (as further described below): (a) Philippines operations for the years ended December 31, 2022 and 2023 and for the period from January 1 to December 2, 2024; (b) Guatemala operations for the years ended December 31, 2022 and 2023 and for the period from January 1 to September 10, 2024; (c) Dominican Republic operations for the years ended December 31, 2022, 2023 and 2024; (d) Neoris’ operations for the period from January 1 to October 25, 2022; and (e) Costa Rica and El Salvador operations for the period from January 1 to August 31, 2022. See note 4.2 in Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Acquisition of Operations
The operating results of newly acquired businesses are consolidated in Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report beginning on the acquisition date. Therefore, all periods presented do not include operating results corresponding to newly acquired businesses before we assumed control.
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Significant Transactions
For the years ended December 31, 2022, 2023 and 2024, our consolidated results reflect the following transactions:
| • | On December 2, 2024, we closed the sale of our operations in the Philippines through separate agreements executed on April 25, 2024 with DACON Corporation, DMCI Holdings, Inc. and Semirara Mining & Power Corporation, for a total consideration related to our controlling interest of $798 million, subject to post-closing price adjustments. In particular, (i) Cemex Asia divested a 100% equity interest in CASEC, (ii) one of the buyers acquired a 100% interest in ALQC, of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in ALQC; and (iii) one of the buyers acquired a 100% interest in IQAC, of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in IQAC. As part of the transaction, the buyers assumed the financial debt of CHP. CASEC owns an 89.86% interest in CHP. CHP is the owner of Cemex’s former main operating subsidiaries in the Philippines engaged in the production, sale, and distribution of cement and other buildings materials and is listed on the Philippine Stock Exchange, Inc. ALQC and IQAC are the primary suppliers of raw materials used in the now former operations of Cemex in the Philippines. The divested assets mainly consisted of two cement plants with an installed capacity of around 5.7 million metric tons per year, six marine distributions terminals and 18 land distribution centers, among other assets and investments in extracting entities. For the years ended December 31, 2022 and 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the statements of income, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a loss on sale of $119 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control and goodwill cancellation of $79 million. |
| • | On November 1, 2024, we sold our non-controlling equity interest of 34.8% in Neoris to EPAM for a total of $215 million resulting in a gain of $139 million recognized within Other expenses, net. Previously, on October 25, 2022, we sold to Advent a 65% controlling interest in Neoris for a total of $119 million and retained such non-controlling interest of 34.8%. The remaining non-controlling interest was remeasured at fair value upon loss of control, was subsequently accounted for under the equity method and was presented within the line item “Investments in associates and joint ventures.” Neoris’ results for the period from January 1 to October 25, 2022 are reported in the statements of income, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2022 a gain on sale of $117 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control. |
| • | On September 10, 2024, we signed and closed the sale of our operations in Guatemala to a subsidiary of Holcim Ltd, for a total consideration of $212 million. The divested assets mainly consist of one grinding mill with an installed capacity of around 0.6 million metric tons per year, three ready mix plants and five distribution centers. For the years ended December 31, 2023 and 2022 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the statements of income, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a gain on sale of $163 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control. |
| • | On September 3, 2024, we announced that we acquired from the Heim Group in Germany for a price of $4 million a 51% controlling interest in RC-Baustoffe Berlin, a Berlin-based recycling company that processes mineral construction, demolition, excavation materials and operates one plant to permanently store biogenic CO2 in recycled mineral waste. The acquired recycling facility should process up to 0.4 million tons of materials per year to turn into repurposed aggregates for concrete production, reintroducing them into the construction value chain. During 2024, in connection with the excess of the purchase price and the fair value of the net assets acquired, we determined goodwill of $5 million in connection with the acquisition. |
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| • | On August 5, 2024, one of our subsidiaries entered into an agreement with Progreso and its strategic partners, for the sale of our operations in the Dominican Republic, for a total consideration of $950 million, subject to final adjustments. The assets for divestment mainly consist of one cement plant in the Dominican Republic with two integrated production lines and related cement, concrete, aggregates and marine terminal assets. As of December 31, 2024, the assets and liabilities related to our operations in the Dominican Republic are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively. For the years ended December 31, 2022, 2023 and 2024, our operations in the Dominican Republic are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” See “Item 5—Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5—Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information. Also see note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of our Operations in the Dominican Republic” for information related to the closing of the divestiture of our Dominican Republic operations. |
| • | On July 15, 2024, we announced that one of our subsidiaries entered into a joint venture agreement with Couch Aggregates, a sand and gravel supplier, and Premier Holdings, a marine bulk product distributor. We expect this joint venture to strengthen our aggregate reserves with the production, distribution, and sale of sand, gravel, and limestone in the mid-South of the United States. |
| • | On November 1, 2023, through a subsidiary in Germany, for a total consideration of $13 million we completed the acquisition of Kiesel, a mortars and adhesives company in the construction industry based in Germany. Kiesel serves the German, French, Polish, and Czech markets, consisting of a production facility and five distribution locations. During 2023, in connection with the excess of the purchase price and the fair value of the net assets acquired, we determined goodwill of $5 million in connection with the acquisition. |
| • | On August 30, 2023, through a subsidiary, we acquired two quarries near Madrid, Spain for an immaterial amount. We expect this acquisition to strengthen our limestone reserves. |
| • | On May 18, 2023, through a subsidiary, we acquired a mortar plant near Madrid, Spain expected to be part of our Urbanization Solutions business for an immaterial amount. This plant is expected to reach 100,000 metric tons of production at full capacity. |
| • | On May 11, 2023, through a subsidiary, we completed the purchase of the assets of Atlantic Minerals Limited in Newfoundland and Labrador, Canada, consisting mainly of an aggregates quarry and maritime port operations for a price of $75 million. With this investment, we secured a new long-term aggregates reserve for our operations in Florida and the east coast of the United States, as well as a source for chemical-grade stone. During 2023, based on the valuation of the fair values of the assets acquired and liabilities assumed, we did not determine any goodwill on this acquisition. |
| • | On February 3, 2023, the Colombian Financial Superintendency (Superintendencia Financiera de Colombia) authorized Cemex España to commence the Delisting CLH Offer to acquire a minimum of one ordinary share and a maximum of 26,281,913 ordinary shares of CLH. The period to tender CLH shares under the Delisting CLH Offer concluded on February 28, 2023, with the final results of the Delisting CLH Offer being confirmed on March 3, 2023. As a result of the Delisting CLH Offer, we acquired 23,232,946 ordinary shares of CLH, increasing our interest to 99.46% of CLH (excluding shares owned by CLH) and delisted CLH’s shares from the Colombian Stock Exchange (Bolsa de Valores de Colombia). The registry of CLH’s shares in the National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) was canceled thereafter. The total consideration that we paid as a result of the acquisition of the validly tendered shares amounted to 4,735 Colombian Pesos per share, totaling 110,007,999,310 Colombian Pesos ($28.54 million as of December 31, 2023, based on an exchange rate of 3,854.92 Colombian Pesos to $1.00). |
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| • | On January 30, 2023, for a total consideration of $13 million, we acquired a 51% controlling interest in Israel-based SHTANG, a construction demolition and excavation waste recycling company. SHTANG holds a 13-year license to build and operate its CDEW facility. The facility is expected to process 600,000 tons of waste annually. The facility’s production is used as raw materials for aggregate production. During 2023, in connection with the excess of the purchase price and the fair value of the net assets acquired, we determined goodwill of $3 million on this acquisition. |
| • | On January 25, 2023, in Manila, Philippines, CASEC filed a Tender Offer Report on Form 19-1 with the Securities and Exchange Commission of the Philippines and the Philippine Stock Exchange, pursuant to Rule 19 of the Securities Regulation Code of the Philippines, in connection with its intention to conduct the CHP Tender Offer to acquire a minimum of one and a maximum of 1,614,000,000 common shares of CHP. The tender offer period commenced on February 16, 2023 and lasted for a period of 20 business days, ending on March 16, 2023. Payment of the net proceeds of the validly tendered shares took place on March 30, 2023. As part of the CHP Tender Offer, CASEC acquired 1,614,000,000 common shares of CHP, resulting in CASEC owning 89.86% of the outstanding common shares of CHP. In the CHP Tender Offer, CASEC paid 1.30 Philippine Pesos per share, an equivalent of 2,098.20 million Philippine Pesos ($37.88 million as of December 31, 2023, based on an exchange rate of 55.37 Philippine Pesos to $1.00) for all the acquired shares. In December 2024, we sold our operations in the Philippines. See “Item 5—Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5—Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information. |
| • | On August 31, 2022, we announced that we, through certain of our subsidiaries, concluded the sale agreed in December 2021 of our operations in Costa Rica and El Salvador to affiliates of Progreso, for a total consideration of $325 million, related to our aggregate controlling interest. The divested assets consisted of one fully integrated cement plant, one grinding station, seven ready-mix plants, one aggregate quarry, as well as one distribution center in Costa Rica and one distribution center in El Salvador. Our operations of these assets in Costa Rica and El Salvador for the period from January 1, 2022 to August 31, 2022 are reported in the statements of income, net of income tax, as part of the single line item “Discontinued operations,” including during the year ended December 31, 2022 a gain on sale of $240 million, which includes the reclassification of foreign currency translation effects accrued in equity until the disposal date. |
| • | On July 11, 2022, through a subsidiary in Germany, we completed the acquisition of a 53% stake in the German aggregates company ProStein for a total consideration of $21 million. The investment expanded our aggregates business in the region and we estimate that it increased the life of the aggregates’ reserves for our operations in Central Europe for at least the next 25 years as of 2022. The majority stake in ProStein’s assets added a full range of fine and hardstone aggregates to our aggregates portfolio. In addition to supplying the greater Berlin area, the additional capacity can supply several urban centers in Poland and the Czech Republic. ProStein’s assets included six active hardstone plants and six CDEW recovery sites. During 2022, we did not determine any goodwill in connection with this acquisition. On December 30, 2024, the owners of the 47% stake of ProStein not belonging to us exercised an option to sell their interest in ProStein to us in two tranches, a 21% interest in 2025 and a 26% interest in 2026. As a result, during the year ended December 31, 2024, we recognized a current liability of $8 million and a non-current liability of $10 million, and cancelled the non-controlling interest in consolidated equity. |
See notes 4.1 and 4.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
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Consolidated Statements of Income Data
The following table sets forth our selected consolidated statements of income data for each of the years ended December 31, 2022, 2023 and 2024 expressed as a percentage of revenues.
| Year Ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| Revenues |
100 | % | 100 | % | 100 | % | ||||||
| Cost of sales |
(69.5 | ) | (66.3 | ) | (66.4 | ) | ||||||
| Gross profit |
30.5 | 33.7 | 33.6 | |||||||||
| Operating expenses |
(21.2 | ) | (21.8 | ) | (22.3 | ) | ||||||
| Operating earnings before other expenses, net |
9.3 | 11.9 | 11.3 | |||||||||
| Other expenses, net |
(3.4 | ) | (1.3 | ) | (0.1 | ) | ||||||
| Operating earnings |
5.9 | 10.6 | 11.2 | |||||||||
| Financial expense |
(3.4 | ) | (3.3 | ) | (3.4 | ) | ||||||
| Financial income and other items, net |
1.2 | 0.1 | (2.3 | ) | ||||||||
| Share of profit on equity accounted investees |
0.2 | 0.6 | 0.5 | |||||||||
| Earnings before income tax |
3.9 | 8.0 | 6.0 | |||||||||
| Income tax |
(1.2 | ) | (7.3 | ) | (0.4 | ) | ||||||
| Net income from continuing operations |
2.7 | 0.7 | 5.6 | |||||||||
| Discontinued operations |
3.3 | 0.5 | 0.3 | |||||||||
| Consolidated net income |
6.0 | 1.2 | 5.9 | |||||||||
| Non-controlling interest net income |
0.2 | 0.1 | 0.1 | |||||||||
| Controlling interest net income |
5.8 | 1.1 | 5.8 | |||||||||
Key Components of Results of Operations
Revenues
Revenues are primarily comprised from the sale and distribution of cement, ready-mix concrete, aggregates, and Urbanization Solutions, which accounted for 97% of our consolidated external revenues for the three years ended December 31, 2022, 2023 and 2024. We recognized revenues at a point in time or overtime in the amount of the price, before tax on sales, expected to be received for goods and services supplied due to ordinary activities, as contractual performance obligations are fulfilled, and control of goods and services passes to the customer. Revenues are decreased by any trade discounts or volume rebates granted to customers. Transactions between related parties are eliminated in consolidation. Variable consideration is recognized when it is highly probable that a significant reversal in the amount of cumulative revenue recognized for the contract will not occur and is measured using the expected value or the most likely amount method, whichever is expected to better predict the amount based on the terms and conditions of the contract.
Cost of Sales
Cost of sales represents the production cost of inventories at the moment of sale, including raw materials and goods for resale, payroll related to the production phase, electricity, fuels, and other services, depreciation and amortization of assets involved in the production, maintenance, repairs and supplies, freight expenses of raw material in plants and delivery expenses of our ready-mix concrete business, among other production costs. Cost of sales does not include (i) expenses related to personnel, equipment and services involved in sales activities and storage of product at points of sales, which are included in administrative and selling expenses, and (iii) freight expenses of finished products between plants and points of sale and freight expenses between points of sales and the customers’ facilities, which are included as part of distribution expenses.
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Administrative and selling expenses and distribution expenses are included in operating expenses. As a percentage of revenues, cost of sales represented 69.5%, 66.3% and 66.4% for the years ended December 31, 2022, 2023 and 2024, respectively.
Operating Expenses
Operating expenses comprise administrative and selling expenses and distribution and logistics expenses. Administrative expenses represent the expenses associated with personnel, services, and equipment, including depreciation and amortization related to managerial activities and back-office for our management. Sales expenses represent the expenses associated with personnel, services and equipment, including depreciation and amortization, involved specifically in sales activities. Distribution and logistics expenses refer to storage expenses at points of sales, including depreciation and amortization, as well as freight expenses of finished products between plants and points of sale and freight expenses between points of sales and the customers’ facilities. As a percentage of revenues, operating expenses represented 21.2%, 21.8% and 22.3% for the years ended December 31, 2022, 2023 and 2024, respectively. The main operating expenses are comprised of transportation cost, payroll of personnel, depreciation and amortization of assets related to the operating expenses, as well as professional legal, accounting, and advisory services and maintenance, repairs, and supplies accounted for 95.2%, 93.8%, and 94.3% of consolidated operating expenses for the years ended December 31, 2022, 2023 and 2024, respectively.
Other Expenses, Net
The line item Other expenses, net consists primarily of revenues and expenses not directly related to our main activities or which are of nonrecurring nature, including impairment losses of long-lived assets, non-recurring sales of emission allowances, results on disposal of assets, which relates to sales of property plant and equipment, and restructuring costs, and losses in connection with property damages and natural disasters, among others. For the years ended December 31, 2022, 2023 and 2024. Other expenses, net, amounted to $488 million, $211 million and $7 million, respectively. In 2022 it included impairment losses of goodwill of $365 million, in 2023, it included impairment losses of other intangible assets and property, machinery, and equipment of $43 million, and in 2024, it included impairment losses of property, machinery, and equipment of $122 million and a gain of $139 million related to the sale of our 34.8% equity interest in Neoris. As a percentage of revenues, Other expenses, net, represented 3.4%, 1.3% and 0.1% for the years ended December 31, 2022, 2023 and 2024, respectively.
Financial income and other items, net
Financial income and other items, net, includes (i) effects of amortized cost on assets and liabilities; (ii) net interest cost of defined benefit liabilities; (iii) results from financial instruments, net; (iv) foreign exchange results, comprising foreign exchange gains and losses in connection with the effects of foreign exchange fluctuations on our assets and liabilities denominated in currencies other than the Dollar; (v) financial income, which relates to income in connection with deposits and investments; and (vi) others. As a percentage of revenues, financial income, and other items, net, represented 1.2%, 0.1% and 2.3% for the years ended December 31, 2022, 2023 and 2024, respectively.
Income Tax
Income tax comprises current income taxes net of deferred income taxes. For the years ended December 31, 2022, 2023 and 2024 our statutory income tax rate was 30%, 30% and 30%, respectively. Our average effective tax rate equals the net amount of income tax revenue or expense divided by income or loss before income taxes, as these line items are reported in the statement of income, was 29.5%, 91.0% and 6.8% for the years ended December 31, 2022, 2023 and 2024, respectively. The effects reflected in the statement of income for income taxes include the amounts incurred during the period and the amounts of deferred income taxes, determined according to the income tax law applicable to each subsidiary, reflecting uncertainty in income tax treatments.
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Consolidated deferred income taxes represent the addition of the amounts determined in each subsidiary by applying the enacted statutory income tax rate or substantively enacted by the end of the reporting period to the total temporary differences resulting from comparing the book and taxable values of assets and liabilities, considering tax assets such as loss carryforwards and other recoverable taxes, to the extent that it is probable that future taxable profits will be available against which they can be utilized. The measurement of deferred income taxes at the reporting period reflects the tax consequences that follow how we expect to recover or settle the carrying amount of its assets and liabilities. Deferred income taxes for the period represent the difference between balances of deferred income taxes at the beginning and the end of the period. Deferred income tax assets and liabilities relating to different tax jurisdictions are not offset. The effect of a change in enacted statutory tax rates is recognized in the period in which the change is officially enacted.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Summarized in the table below are the percentage (%) increases (+) and decreases (-) for the year ended December 31, 2024 compared to the year ended December 31, 2023 in our (i) domestic cement and ready-mix concrete sales volumes, which refer entirely to sales to external customers, (ii) export sales volumes of cement, which include both sales to external customers and intragroup export sales from one reportable operating segment to another, and (iii) domestic cement and ready-mix concrete average sales prices for each of our reportable operating segments.
Reportable operating segments represent the components of Cemex that engage in business activities from which we may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s top management to make decisions about resources to be allocated to the segments and assess their performance, and for which discrete financial information is available. Cemex discloses its segment information presenting thirteen reportable operating segments under IFRS 8. We operate geographically and by line of business on a regional basis. For the reported periods, our operations were organized in four geographical regions, each under the supervision of a regional president, as follows: (1) Mexico, (2) United States, (3) EMEA, comprising 10 operating segments, of which four operating segments were aggregated into a single reportable operating segment as described below, and (4) SCA&C, comprising 10 operating segments, of which eight operating segments were aggregated into two reportable operating segments as described below. The accounting policies applied to determine the financial information by reporting segment are consistent with those described in note 29 to our 2024 audited consolidated financial statements included elsewhere in this annual report.
As of December 31, 2024, considering similar regional and economic characteristics and materiality, such as: (a) the nature of the products and services, all related to construction materials and the construction industry, (b) the nature of the production processes, which are the same for cement, ready-mix concrete, aggregates, and Urbanization Solutions, (c) the type of customers for their products or services, in all cases construction materials distributors and wholesalers, governments and big construction firms, and (d) the methods used to distribute their products or provide their services, which are very similar among our geographies using both third-party transportation for cement and aggregates and our own mixers fleet for ready-mix, certain operating segments have been aggregated and presented as single reportable segments. These reportable segments are as follows: (i) the “Rest of EMEA” refers to our operating segments and activities in the Czech Republic, Croatia, Egypt and the UAE; (ii) the “Rest of SCA&C” refers to our operating segments and activities in Puerto Rico, Nicaragua, Jamaica and the Caribbean, excluding the operations of Caribbean TCL; and (iii) the “Caribbean TCL” refers to TCL’s operating segments mainly in Trinidad and Tobago, Jamaica, Guyana and Barbados. The line item “Other activities,” included to reconcile the total of reportable segments with the consolidated amounts from continuing operations, refers to the following: (1) our cement trade maritime operations, (2) Cemex, S.A.B.
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de C.V., (3) other corporate entities and finance subsidiaries and (4) other minor subsidiaries with different lines of business.
The table below and the other volume data presented by reportable operating segment in this “Item 5—Operating and Financial Review and Prospects—Results of Operations—Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” section present Domestic Sales Volumes of cement and ready-mix concrete, consisting entirely of sales to external customers, as well as Export Sales Volumes of cement to both external customers and other operating segments, and Average Domestic Sales Prices in Local Currency of cement and ready-mix concrete, which refer to sales to external customers.
| Domestic Sales Volumes | Export Sales Volumes (Intragroup Transactions) |
Export Sales Volumes to External Customers |
Average Domestic Sales Prices in Local Currency(1) |
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| Reporting Segment |
Cement | Ready-Mix Concrete |
Cement | Cement | Cement | Ready-Mix Concrete |
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| Mexico |
-1% | 0% | -50% | -27% | +3% | +7% | ||||||||||||||||||
| United States |
-6% | -10% | — | — | +2% | +5% | ||||||||||||||||||
| EMEA |
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| United Kingdom |
-8% | -15% | — | — | -4% | -2% | ||||||||||||||||||
| France |
— | -10% | — | — | — | +1% | ||||||||||||||||||
| Germany |
-13% | -19% | +10% | -100% | +2% | +2% | ||||||||||||||||||
| Poland |
+7% | +10% | -100% | +100% | +3% | +2% | ||||||||||||||||||
| Spain |
-1% | -3% | +48% | -2% | 0% | +2% | ||||||||||||||||||
| Israel |
— | -11% | — | — | — | 0% | ||||||||||||||||||
| Rest of EMEA |
+3% | +10% | — | -1% | -2% | -1% | ||||||||||||||||||
| SCA&C |
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| Colombia |
-6% | -5% | — | — | +3% | +11% | ||||||||||||||||||
| Panama |
-2% | -10% | -60% | -59% | 0% | +16% | ||||||||||||||||||
| Caribbean TCL |
-3% | -8% | — | -19% | +5% | +10% | ||||||||||||||||||
| Rest of SCA&C |
+9% | 3% | — | +586% | -1% | -1% | ||||||||||||||||||
| “—” | = Not Applicable |
| (1) | Represents the average change in domestic cement and ready-mix concrete prices in local currency terms. For the purpose of our Rest of EMEA reportable segment, which comprises non-Euro segments, the weighted average variance in local currency is determined and presented in Euros at the exchange rates in effect as of the end of the reporting period. For the purpose of our Rest of SCA&C reportable segment, which comprises non-Dollar segments, the weighted average variance in local currency is presented in Dollar terms at the exchange rates in effect as of the end of the reporting period. Weighted average changes for the Rest of EMEA and Rest of SCA&C reportable segments are based on total sales volumes in the respective segment. |
On a consolidated basis, our cement sales volumes decreased 1%, from 52.8 million tons in 2023 to 52.3 million tons in 2024, and our ready-mix concrete sales volumes decreased 6%, from 46.8 cubic meters in 2023 to 44.0 cubic meters in 2024. Our revenues decreased 2%, from $16,554 million in 2023 to $16,200 million in 2024, and our operating earnings before other expenses, net decreased 7%, from $1,959 million in 2023 to $1,828 million in 2024. See the table below for a breakdown according to reporting segment.
The following tables present selected financial information for revenues of both external revenues and revenues including intragroup transactions, as well as operating earnings before other expenses, net and Operating EBITDA for each of our reporting segments for the years ended December 31, 2023 and 2024. Variations in revenues determined on the basis of Dollars include the appreciation or depreciation which occurred during the period between the local currencies of the countries in the regions vis-à-vis the Dollar; therefore, such variations differ substantially from those based solely on the countries’ local currencies.
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As mentioned above, our “Operating EBITDA” is the financial measure used by our CEO and other management when assessing segment performance and profitability and deciding how to allocate resource, and our “Operating Earnings Before Other Expenses, Net” is the closest line item to Operating EBITDA presented in our statements of income under IFRS included elsewhere in this annual report and is a stepping stone for calculating Operating EBITDA by adding back depreciation and amortization.
| Reporting Segment |
Variation in Local Currency(1) |
Approximate Currency Fluctuations |
Variation in Dollars |
Revenues For the |
Variation in Local Currency(1) |
Approximate Currency Fluctuations |
Variation in Dollars |
External For the Years |
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| 2023 | 2024 | 2023 | 2024 | |||||||||||||||||||||||||||||||||||||
| Mexico |
+1% | -5% | -4% | 5,060 | 4,881 | +2% | -4% | -2% | 4,855 | 4,745 | ||||||||||||||||||||||||||||||
| United States |
-3% | — | -3% | 5,338 | 5,194 | -3% | — | -3% | 5,338 | 5,194 | ||||||||||||||||||||||||||||||
| EMEA |
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| United Kingdom |
-6% | +2% | -4% | 992 | 953 | -6% | +2% | -4% | 992 | 953 | ||||||||||||||||||||||||||||||
| France |
-10% | 0% | -10% | 842 | 756 | -10% | 0% | -10% | 842 | 756 | ||||||||||||||||||||||||||||||
| Germany |
-4% | 0% | -4% | 497 | 476 | -5% | 0% | -5% | 447 | 424 | ||||||||||||||||||||||||||||||
| Poland |
+17% | -1% | +16% | 467 | 543 | +17% | -1% | +16% | 466 | 542 | ||||||||||||||||||||||||||||||
| Spain |
+2% | -1% | +1% | 449 | 455 | 0% | -1% | -1% | 411 | 409 | ||||||||||||||||||||||||||||||
| Israel |
-9% | 0% | -9% | 794 | 724 | -9% | 0% | -9% | 794 | 724 | ||||||||||||||||||||||||||||||
| Rest of EMEA |
+2% | 0% | +2% | 770 | 784 | +3% | -1% | +2% | 766 | 784 | ||||||||||||||||||||||||||||||
| SCA&C |
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| Colombia |
-1% | +3% | +2% | 458 | 468 | -2% | +4% | +2% | 458 | 466 | ||||||||||||||||||||||||||||||
| Panama |
-7% | — | -7% | 158 | 148 | -5% | — | -5% | 132 | 125 | ||||||||||||||||||||||||||||||
| Caribbean TCL |
0% | 0% | 0% | 329 | 330 | -3% | 0% | -3% | 317 | 309 | ||||||||||||||||||||||||||||||
| Rest of SCA&C |
+6% | — | +6% | 285 | 302 | +6% | — | +6% | 285 | 301 | ||||||||||||||||||||||||||||||
| Reportable Segments |
— | — | — | — | — | -2% | — | -2% | 16,103 | 15,732 | ||||||||||||||||||||||||||||||
| Other Activities |
— | — | — | — | — | +4% | — | +4% | 451 | 468 | ||||||||||||||||||||||||||||||
| Total Consolidated |
— | — | — | — | — | -2% | — | -2% | 16,554 | 16,200 | ||||||||||||||||||||||||||||||
| “—” | = Not Applicable |
| (1) | Represents the variation in local currency terms. For the purposes of our Rest of EMEA reportable segment, which comprises non-Euro segments, the weighted average variance in local currency is determined and presented in Euros at the exchange rates in effect as of the end of the reporting period. For the purposes of our Rest of SCA&C reportable segment, which comprises non-Dollar segments, the weighted average variance in local currency is presented in Dollar at the exchange rates in effect as of the end of the reporting period. |
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| Operating Earnings Before For the Year Ended December 31, |
Plus: Depreciation and amortization |
Operating EBITDA(2) For the Year Ended December 31, |
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| Reporting Segment |
2023 | 2024 | 2023 | 2024 | 2023 | 2024 | ||||||||||||||||||
| Mexico |
$ | 1,267 | $ | 1,268 | $ | 221 | $ | 207 | $ | 1,488 | $ | 1,475 | ||||||||||||
| United States |
557 | 517 | 483 | 514 | 1,040 | 1,031 | ||||||||||||||||||
| EMEA: |
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| United Kingdom |
121 | 95 | 72 | 91 | 193 | 186 | ||||||||||||||||||
| France |
(1 | ) | (8 | ) | 54 | 42 | 53 | 34 | ||||||||||||||||
| Germany |
5 | (11 | ) | 32 | 34 | 37 | 23 | |||||||||||||||||
| Poland |
48 | 73 | 24 | 27 | 72 | 100 | ||||||||||||||||||
| Spain |
40 | 31 | 31 | 29 | 71 | 60 | ||||||||||||||||||
| Israel |
57 | 42 | 33 | 37 | 90 | 79 | ||||||||||||||||||
| Rest of EMEA |
99 | 108 | 48 | 47 | 147 | 155 | ||||||||||||||||||
| SCA&C: |
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| Colombia |
37 | 38 | 25 | 27 | 62 | 65 | ||||||||||||||||||
| Panama |
18 | 12 | 17 | 17 | 35 | 29 | ||||||||||||||||||
| Caribbean TCL |
58 | 67 | 20 | 20 | 78 | 87 | ||||||||||||||||||
| Rest of SCA&C |
43 | 38 | 11 | 16 | 54 | 54 | ||||||||||||||||||
| Reportable Segments |
2,349 | 2,270 | 1,071 | 1,108 | 3,420 | 3,378 | ||||||||||||||||||
| Other Activities |
(390 | ) | (442 | ) | 119 | 142 | (271 | ) | (300 | ) | ||||||||||||||
| Total Consolidated |
$ | 1,959 | $ | 1,828 | $ | 1,190 | $ | 1,250 | $ | 3,149 | $ | 3,078 | ||||||||||||
| (1) | We include the line item titled “Operating earnings before other expenses, net” in our statements of income under IFRS considering that it is a subtotal relevant for the determination of our “Operating EBITDA” (Operating earnings before other expenses, net plus depreciation and amortization) as described in note 2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. |
| (2) | Operating EBITDA is the financial measure used by our chief executive officer to review operating performance and profitability, for decision-making purposes and to allocate resources. Moreover, Operating EBITDA is a measure used by our creditors to review our capacity to internally fund capital expenditures, to service or incur debt and to comply with financial covenants under our financing agreements, as described in note 17.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. Our Operating EBITDA is not a measure of operating performance, an alternative to cash flow or a measure of financial position under IFRS. Moreover, Operating EBITDA may not be comparable to other similarly titled measures of other companies. |
Revenues. Our consolidated revenues decreased 2%, from $16,554 million in 2023 to $16,200 million in 2024. The decrease in our revenues was mainly attributable to lower volumes in our markets, partially offset by higher prices of our products in local currency. Set forth below is a quantitative and qualitative analysis of the various factors affecting our revenues on a reporting segment basis. To allow the analysis of each reportable segment on a stand-alone basis, our discussion of volume data and revenues information below is presented in both external revenues and revenues before eliminations resulting from consolidation, as described in note 4.3 to our 2024 audited consolidated financial statements included elsewhere in this annual report.
Mexico
Our domestic cement sales volumes to external customers from our operations in Mexico decreased 1% in 2024 compared to 2023, and ready-mix concrete sales volumes remained flat over the same period. Our revenues from our operations in Mexico represented 29% and 29% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in Mexico represented 15% of our total assets in Dollar terms. During 2024, the decrease in cement volumes was driven by the construction activity deceleration after the presidential elections in Mexico in June, while ready-mix and aggregate volumes remained flat. Our cement export volumes from our operations in Mexico, which represented 7% of our Mexican cement sales volumes for the year ended December 31, 2024, of which 69% corresponded to external customers and 31% corresponded to revenues from transactions with other operating segments, decreased 44% in 2024 compared to 2023, mainly due to lower export to the United States.
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Of our total cement export volumes from our operations in Mexico during 2024, which include both exports to external customers and exports to other operating segments, 83% was shipped to the United States and 17% to our SCA&C segment. Our average sales price of domestic cement from our operations in Mexico increased 3%, in Mexican Peso terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete increased 7%, in Mexican Peso terms, over the same period.
The following chart indicates the breakdown of Mexico external revenues by product, as applicable for the year ended December 31, 2024:
As a result of increases in domestic cement and ready-mix concrete sales prices, partially offset by a decrease in cement sales volumes and a decrease in cement exports sales, external revenues in Mexico, in Mexican Peso terms, increased 2% in 2024 compared to 2023.
United States
Our domestic cement sales volumes to external customers from our operations in the United States decreased 6% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 10% over the same period. The decrease in domestic cement sales volumes were primarily attributable to bad weather and lower demand in many of our markets. Our operations in the United States represented 32% and 32% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in the United States represented 48% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in the United States increased 2%, in Dollar terms, in 2024 compared to 2023, and our average ready-mix concrete sales price increased 5%, in Dollar terms, over the same period.
The following chart indicates the breakdown of United States external revenues by product, as applicable for the year ended December 31, 2024:
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As a result of decreases in domestic cement and ready-mix concrete sales volumes, partially compensated by an increase in domestic cement and ready-mix concrete sales prices, external revenues from our operations in the United States, in Dollar terms, decreased 3% in 2024 compared to 2023.
EMEA
In 2024, our operations in the EMEA region consisted of our operations in the United Kingdom, France, Germany, Poland, Spain, and Israel, which represent the most significant operations in this region, in addition to the Rest of EMEA segment. Our revenues from our operations in the EMEA region represented 29% and 29% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in the EMEA region represented 20% of our total assets in Dollar terms. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our revenues for our main operations in the EMEA region.
The following chart indicates the geographic breakdown of EMEA region external revenues by reporting segment, as applicable for the year ended December 31, 2024:
United Kingdom
Our domestic cement sales volumes to external customers from our operations in the United Kingdom decreased 8% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 15% over the same period. The decreases in domestic cement and ready-mix concrete sales volumes were due to a government fiscal policy of reduced infrastructure investment, as well as sustained inflation and high interest rates, which continued to affect demand in the housing sector. During 2024, the United Kingdom faced considerable economic challenges, especially in the housing sector and construction generally. Our operations in the United Kingdom represented 6% and 6% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in the United Kingdom represented 5% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in the United Kingdom decreased 4%, in Pound terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete decreased 2%, in Pound terms, over the same period.
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The following chart indicates the breakdown of United Kingdom external revenues by product, as applicable for the year ended December 31, 2024:
As a result of decreases in domestic cement and ready-mix concrete sales volumes and prices, external revenues from our operations in the United Kingdom, in Pound terms, decreased 6% in 2024 compared to 2023.
France
Our ready-mix concrete sales volumes to external customers from our operations in France decreased 10% in 2024 compared to 2023. The decrease in volumes reflected difficult economic conditions, as the construction sector experienced reduced demand due to various economic and regulatory factors, including strikes among agricultural workers and adverse weather conditions. Our operations in France represented 5% and 5% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in France represented 3% of our total assets in Dollar terms. Our average sales price of ready-mix concrete of our operations in France increased 1%, in Euro terms, in 2024 compared to 2023.
The following chart indicates the breakdown of France external revenues by product, as applicable for the year ended December 31, 2024:
As a result of a decrease in ready-mix concrete sales volumes, partially offset by an increase in ready-mix concrete sales prices, external revenues from our operations in France, in Euro terms, decreased 10% in 2024 compared to 2023.
Germany
Our domestic cement sales volumes to external customers from our operations in Germany decreased 13% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 19% over the same period. The decrease in domestic cement sales volumes was mainly due to challenging market conditions, partially offset by higher exports compared to the same period in 2023. The decrease in ready-mix concrete was mainly due to reduced demand in all markets. Our operations in Germany represented 3% and 3% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively.
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Our cement export volumes from our operations in Germany, which represented 24% of our Germany cement sales volumes for the year ended December 31, 2024, of which 100% corresponded to external customers, increased 10% in 2024 compared to 2023, mainly due to higher volumes exported to Poland. All of our cement export volumes from our operations in Germany during 2024, which include both exports to external customers and exports to other operating segments, were to our EMEA region. As of December 31, 2024, our operations in Germany represented 2% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in Germany increased 2%, in Euro terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete increased 2%, in Euro terms, over the same period.
The following chart indicates the breakdown of Germany external revenues by product, as applicable for the year ended December 31, 2024:
As a result of decreases in domestic cement and ready-mix concrete sales volumes, partially compensated by increases in domestic cement and ready-mix concrete sales prices, external revenues from our operations in Germany, in Euro terms, decreased 5% in 2024 compared to 2023.
Poland
Our domestic cement sales volumes to external customers from our operations in Poland increased 7% in 2024 compared to 2023, and ready-mix concrete sales volumes increased 10% over the same period. The increases in domestic cement and ready-mix concrete sales volumes were mainly due to an increase in infrastructure projects and improved weather conditions compared with 2023, as well as the construction market developing at a higher pace than expected. Our operations in Poland represented 3% and 3% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. Our cement export volumes from our operations in Poland, which represented less than 1% of our Poland cement sales volumes for the year ended December 31, 2024, of which 100% corresponded to external customers export revenues, increased 43% in 2024 compared to 2023. All of our cement export volumes from our operations in Poland during 2024, which include both exports to external customers and exports to other operating segments, were to our EMEA segment. As of December 31, 2024, our operations in Poland represented 2% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in Poland increased 3%, in Euro terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete increased 2%, in Euro terms, over the same period.
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The following chart indicates the breakdown of Poland external revenues by product, as applicable for the year ended December 31, 2024:
As a result of increases in domestic cement and ready-mix concrete sales volumes and prices, external revenues from our operations in Poland, in Euro terms, increased 17% in 2024 compared to 2023.
Spain
Our domestic cement sales volumes to external customers from our operations in Spain decreased 1% in 2024 compared to 2023, while ready-mix concrete sales volumes decreased 3% over the same period. The decreases in domestic cement and ready-mix concrete sales volumes were mainly driven by slowdown on construction activity. Our operations in Spain represented 3% and 2% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. Our cement export volumes from our operations in Spain, which represented 36% of our Spain cement sales volumes for the year ended December 31, 2024, of which 39% corresponded to external customers and 61% corresponded to transactions with other operating segments, increased 23% in 2024 compared to 2023. Of our total cement export volumes from our operations in Spain during 2024, which included both exports to external customers and exports to other operating segments, 40% were to the United Kingdom, 17% were to Rest of EMEA region and 43% were to the United States. As of December 31, 2024, our operations in Spain represented 2% of our total assets in Dollar terms. Our average sales price of domestic cement of our operations in Spain remained flat, in Euro terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete increased 2%, in Euro terms, over the same period.
The following chart indicates the breakdown of Spain external revenues by product, as applicable for the year ended December 31, 2024:
As a result of increases in ready-mix concrete sales prices, offset by decreases in domestic cement and ready-mix concrete sales volumes, external revenues from our operations in Spain, in Euro terms, remained flat in 2024 compared to 2023.
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Israel
Our ready-mix concrete sales volumes to external customers from our operations in Israel decreased 11% in 2024 compared to 2023. The decrease in ready-mix concrete volumes was mainly driven by a negative impacts due to the Israeli-Hamas conflict, as well as the temporary closure of several concrete plants. Our operations in Israel represented 4% and 5% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in Israel represented 3% of our total assets in Dollar terms. Our average sales price of ready-mix concrete of our operations in Israel remained flat, in Israeli New Shekel terms, in 2024 compared to 2023.
The following chart indicates the breakdown of Israel external revenues by product, as applicable for the year ended December 31, 2024:
As a result of the decrease in ready-mix concrete sales volumes, external revenues from our operations in Israel, in Israeli New Shekel terms, decreased 9% in 2024 compared to 2023.
Rest of EMEA
Our domestic cement sales volumes to external customers from our operations in the Rest of EMEA segment increased 3% in 2024 compared to 2023, and ready-mix concrete sales volumes increased 10% over the same period. Our cement export volumes from our operations in the Rest of EMEA segment, which represented 7% of our Rest of EMEA segment cement sales volumes for the year ended December 31, 2024, of which 100% corresponded to external customers, decreased 1% in 2024 compared to 2023. All of our cement exports from our operations in the Rest of EMEA during the year ended December 31, 2023 were to the Rest of EMEA segment. Our revenues from our operations in the Rest of EMEA segment represented 5% and 5% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in the Rest of EMEA represented 3% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in the Rest of EMEA segment decreased 2%, in Euro terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete decreased 1%, in Euro terms, over the same period.
The following chart indicates the breakdown of Rest of EMEA external revenues by product, as applicable for the year ended December 31, 2024:
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As a result of increases in domestic cement and ready-mix concrete sales volumes, partially compensated by a decrease in ready-mix concrete sales prices, external revenues in the Rest of EMEA segment, in Euro terms, increased 3%, in 2024 compared to 2023.
SCA&C
In 2024, our operations in the SCA&C region consisted of our operations in Colombia, Panama, our Caribbean TCL operations, which represent our most significant operations in this region, and the Rest of SCA&C segment. Our revenues from our operations in the SCA&C region represented 8% and 8% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in the SCA&C region represented 7% of our total assets, in Dollar terms. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our revenues for our main operations in the SCA&C region.
The following chart indicates the geographic breakdown of SCA&C region external revenues by reporting segment, for the year ended December 31, 2024:
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Colombia
Our domestic cement sales volumes to external customers from our operations in Colombia decreased 6% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 5% over the same period. The decrease in cement sales volume in Colombia was mainly due to decreased demand and our ready-mix concrete sales volume decrease was mainly due to a decrease in the volume of projects. Our revenues from our operations in Colombia represented 3% and 3% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in Colombia represented 3% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in Colombia increased 3%, in Colombian Peso terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete increased 11%, in Colombian Peso terms, over the same period.
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The following chart indicates the breakdown of Colombia external revenues by product, as applicable for the year ended December 31, 2024:
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As a result of decreases in domestic cement and ready-mix concrete sales volumes, partially offset by increases in domestic cement and ready-mix concrete sales prices, external revenues of our operations in Colombia, in Colombian Peso terms, decreased 2% in 2024 compared to 2023.
Panama
Our domestic cement sales volumes to external customers from our operations in Panama decreased 2% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 10% over the same period. The decreases in domestic cement and ready-mix concrete sales volumes in Panama were mainly due to a decrease in participation in infrastructure projects. Our cement export volumes from our operations in Panama, which represented 14% of our Panama cement sales volumes for the year ended December 31, 2024, of which 53% corresponded to external customers and 47% corresponded to transactions with other operating segments, decreased 59% in 2024 compared to 2023. Our revenues from our operations in Panama represented 1% and 1% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in Panama represented 1% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in Panama remained flat in Dollar terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete increased 16%, in Dollar terms, over the same period.
The following chart indicates the breakdown of Panama external revenues by product, as applicable for the year ended December 31, 2024:
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As a result of decreases in domestic cement and ready-mix concrete sales volumes, partially offset by an increase in ready-mix concrete sales prices, external revenues of our operations in Panama, in Dollar terms, decreased 5% in 2024 compared to 2023.
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Caribbean TCL
Our domestic cement sales volumes to external customers from our operations in Caribbean TCL decreased 3% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 8% over the same period. The decreases in cement and ready-mix sales volume came from poor weather conditions and a delay in projects in Trinidad. Our revenues from our operations in Caribbean TCL represented 2% and 2% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. Our cement export volumes from our operations in Caribbean TCL segment represented 12% of our Caribbean TCL cement sales volumes for the year ended December 31, 2024, of which 100% corresponded to external customers, decreased 19% in 2024 compared to 2023. All of our cement exports from our operations in Caribbean TCL during 2024 were to the Rest of SCA&C segment. As of December 31, 2024, our operations in Caribbean TCL represented 2% of our total assets in Dollar terms. Our average sales price of domestic cement of our operations in Caribbean TCL increased 5%, in Trinidad and Tobago Dollar terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete increased 10%, in Trinidad and Tobago Dollar terms, over the same period.
The following chart indicates the breakdown of Caribbean TCL external revenues by product, as applicable for the year ended December 31, 2024:
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As a result of decreases in domestic cement and ready-mix concrete sales volumes, partially offset by increases in domestic cement and ready-mix concrete sales prices, external revenues of our operations in Caribbean TCL, in Trinidad and Tobago Dollar terms, decreased 3% in 2024 compared to 2023.
Rest of SCA&C
Our domestic cement volumes to external customers from our operations in the Rest of SCA&C segment increased 9% in 2024 compared to 2023, while ready-mix concrete sales volumes increased 3% over the same period. Our cement export volumes from our operations in the Rest of SCA&C segment, which represented less than 1% of our Rest of SCA&C segment cement sales volumes for the year ended December 31, 2024, of which 100% corresponded to external customer, increased more than 100% in 2024 compared to 2023. All of our cement export volumes from our operations in the Rest of SCA&C segment during 2024, were within the same region. Our revenues from our operations in the Rest of SCA&C segment represented 2% and 2% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in the Rest of SCA&C segment represented 1% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in the Rest of SCA&C segment decreased 1% in Dollar terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete decreased 1%, in Dollar terms, over the same period.
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The following chart indicates the breakdown of Rest of SCA&C external revenues by product, as applicable for the year ended December 31, 2024:
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As a result of increases in domestic cement and ready-mix concrete sales volumes, partially offset by decreases in domestic cement and ready-mix concrete sales prices, external revenues of our operations in the Rest of SCA&C segment, in Dollar terms, increased 6% in 2024 compared to 2023.
Other activities (Revenues)
Revenues from our other activities segment increased 4% in 2024 compared to 2023, in Dollar terms. Our revenues from our Other activities segment represented 2% and 2% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively.
Cost of Sales
Our cost of sales, including depreciation, decreased 2%, from $10,979 million in 2023 to $10,761 million in 2024. As a percentage of revenues, cost of sales increased from 66.3% in 2023 to 66.4% in 2024. The increase as a percentage of revenues was mainly driven by an increase in fixed costs, along with a decrease in sales. Our cost of sales includes freight expenses of raw materials used in our producing plants.
Gross Profit
For the reasons described above, our gross profit decreased 2% from $5,575 million in 2023 to $5,439 million in 2024. As a percentage of revenues, gross profit decreased from 33.7% in 2023 to 33.6% in 2024. In addition, our gross profit may not be directly comparable to those of other entities that include all their freight expenses in cost of sales. As described below, we include freight expenses of finished products from our producing plants to our points of sale and from our points of sale to our customers’ locations within operating expenses as part of distribution and logistics expenses.
Operating expenses
Our operating expenses, which are represented by administrative, selling, distribution and logistics expenses, decreased 0.1%, from $3,616 million in 2023 to $3,611 million in 2024. As a percentage of revenues, operating expenses increased from 21.8% in 2023 to 22.3% in 2024. The increase as a percentage of revenues resulted primarily from higher payroll expenses due to salary increases and higher maintenance and repairs expenses. Our operating expenses include expenses related to personnel, equipment and services involved in sales activities and storage of product at points of sale, which are included as part of the operating expenses, as well as freight expenses of finished products between plants and points of sale and freight expenses between points of sale and the customers’ facilities, which are included as part of the line item “Distribution and logistics expenses.” For the years ended December 31, 2023 and 2024, selling expenses included as part of the line item “Operating expenses”
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amounted to $393 million and $438 million, respectively. As discussed above, we include freight expenses of finished products from our producing plants to our points of sale and from our points of sale to our customers’ locations within distribution and logistics expenses, which in the aggregate represented costs of $1,869 million in 2023 and $1,837 million in 2024. As a percentage of revenues, distribution and logistics expenses remained flat at 11% in 2023 and 2024.
Operating Earnings Before Other Expenses, Net
For the reasons described above, our operating earnings before other expenses, net decreased 7% from $1,959 million in 2023 to $1,828 million in 2024. As a percentage of revenues, operating earnings before other expenses, net decreased 0.6% from 11.9% in 2023 to 11.3% in 2024. Additionally, set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our operating earnings before other expenses, net on a reporting segment basis.
Depreciation and Amortization
During the year ended December 31, 2024, in Dollar terms, our depreciation and amortization amounted to $1,250 million, a 5% increase compared to $1,190 million in 2023. During the year ended December 31, 2024, our capital expenditures amounted to $1,380 million, a 3% decrease compared to $1,417 million in 2023, due to lower assets base and changes in exchange rates. See the table on page 189 of this annual report and note 4.3 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report for a breakdown of depreciation and amortization by reportable segment.
Operating EBITDA
Operating EBITDA is the key financial measure used by our chief executive officer to review operating performance and profitability, for decision-making purposes and to allocate resources. Moreover, Operating EBITDA is an indicator used by Cemex’s creditors to measure our ability to internally fund capital expenditures, as well as our ability to service or incur debt and comply with financial covenants under its financing agreements. We present “Operating EBITDA” by reportable segment in the table on page 189 of this annual report and in note 4.3 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. Operating EBITDA is not a measure of operating performance, an alternative to cash flows or a measure of financial position under IFRS. Moreover, Operating EBITDA may not be comparable to other similarly titled measures of other companies.
Considering the effects mentioned above, our Operating EBITDA decreased 2% from $3,149 million in 2023 to $3,078 million in 2024. As a percentage of revenues our Operating EBITDA margin (which management considers a relevant profitability measure despite Operating EBITDA margin not being a measure of operating performance, an alternative to cash flows or a measure of financial position under IFRS) remained flat at 19% in 2023 and 2024. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our operating earnings before other expenses, net and Operating EBITDA on a reporting segment basis.
For a reconciliation of Operating Earnings Before Other Expenses, Net to Operating EBITDA, see page 180 of this annual report under “Item 5—Operating and Financial Review and Prospects—Key Components of Results of Operations—Year Ended December 31, 2024 Compared to Year Ended December 31, 2023.”
Mexico
Our operating earnings before other expenses, net, from our operations in Mexico increased 4% in Mexican Peso terms and remained flat, in Dollar terms, in 2024 compared to 2023. Our operating earnings before other expenses, net from our operations in Mexico represented 69% and 65% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
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The increase resulted primarily from strong pricing of our products and lower cost of fuels, partially offset by higher electric power costs.
Moreover, in 2024 our Operating EBITDA from our operations in Mexico increased 3%, in Mexican Peso terms, and decreased 1%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in Mexico represented 48% and 47% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
United States
Our operating earnings before other expenses, net, from our operations in the United States decreased 7% in 2024 compared to 2023, in Dollar terms. Our operating earnings before other expenses, net from our operations in the United States represented 28% and 28% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The decrease resulted primarily from a decrease in our revenues in the United States segment mainly due to extreme weather events with four major hurricanes and a deep freeze in Texas.
In 2024, our Operating EBITDA from our operations in the United States decreased 1%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in the United States represented 33% and 33% of our total consolidated Operating EBITDA for the year ended December 31, 2024 and 2023, respectively, in Dollar terms.
EMEA
United Kingdom. Our operating earnings before other expenses, net, from our operations in the United Kingdom decreased 23%, in Pound terms and 21%, in Dollar terms, in 2024 compared to 2023. Our operating earnings before other expenses, net from our operations in the United Kingdom represented 5% and 6% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
The decrease resulted primarily from a decrease in our revenues in the United Kingdom segment mainly due to lower volumes related to a decrease in infrastructure investment. This decrease in volumes was partially offset by lower cost of sales, mainly due to lower cost of coal and fewer cement purchases.
Moreover, in 2024 our Operating EBITDA from our operations in the United Kingdom decreased 6%, in British Pounds terms, and 3%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in the United Kingdom represented 6% and 6% of our total consolidated Operating EBITDA for the year ended December 31, 2024 and 2023, respectively, in Dollar terms.
France. In 2024, our operating earnings before other expenses, net, from our operations in France decreased more than 100%, in Euro terms and more than 100%, in Dollar terms as compared to 2023. Our operating earnings before other expenses, net from our operations in France represented less than 1% and less than 1% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The decrease resulted primarily from a decrease on revenues, due to a slowdown in construction activity across most markets.
In 2024, our Operating EBITDA from our operations in France decreased 36%, in Euro terms, and 35%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in France represented 1% and 2% of our consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
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Germany. In 2024, our operating earnings before other expenses, net, from our operations in Germany decreased 303%, in Euro terms and 300% in Dollar terms, as compared to 2023. Our operating earnings before other expenses, net from our operations in Germany represented less than 1% and less than 1% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The decrease resulted primarily from lower revenues, partially offset by lower cost of sales, mainly electric power and raw materials.
In 2024, our Operating EBITDA from our operations in Germany decreased 40%, in Euro terms, and 39%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in Germany represented 1% and 1% of our consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
Poland. In 2024, our operating earnings before other expenses, net, from our operations in Poland increased 50% in Euro terms and 50%, in Dollar terms, as compared to 2023. Our operating earnings before other expenses, net from our operations in Poland represented 4% and 2% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The increase resulted primarily from higher revenues due to higher volumes and prices in all our businesses, partially offset by higher cost of sales, mainly due to maintenance costs and services.
Moreover, in 2024 our Operating EBITDA from our operations in Poland increased 37%, in Euro terms, and 37%, in Dollar terms, as compared to 2023. In addition, our Operating EBITDA from our operations in Poland represented 3% and 2% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
Spain. In 2024, our operating earnings before other expenses, net, from our operations in Spain decreased 21% in Euro terms and 22%, in Dollar terms, as compared to 2023. Our operating earnings before other expenses, net from our operations in Spain represented 2% and 2% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The decrease resulted primarily from higher cost of sales, mainly due to maintenance costs and raw materials.
In 2024, our Operating EBITDA from our operations in Spain decreased 15%, in Euro terms, and 16%, in Dollar terms, as compared to 2023. In addition, our Operating EBITDA from our operations in Spain represented 2% and 2% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
Israel. In 2024, our operating earnings before other expenses, net, from our operations in Israel decreased 25% in Israeli New Shekel terms and 26%, in Dollar terms, as compared to 2023. Our operating earnings before other expenses, net from our operations in Israel represented 2% and 3% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The decrease in Israel operating earnings resulted primarily from a decrease in our revenues in the Israel segment, mainly due to lower volumes caused by the ongoing Israeli-Hamas conflict. The decrease in revenues was partially compensated by lower cost of sales, mainly due to lower maintenance costs driven by a cost saving strategy.
In 2024, our Operating EBITDA from our operations in Israel decreased 12%, in Israeli New Shekel terms, and 12%, in Dollar terms, as compared to 2023. In addition, our Operating EBITDA from our operations in Israel represented 3% and 3% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
Rest of EMEA. Our operating earnings before other expenses, net, from our operations in the Rest of EMEA segment increased 10% in Euro terms and 10%, in Dollar terms, in 2024 compared to 2023. Our operating earnings before other expenses, net from our operations in the Rest of EMEA segment represented 6% and 5% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. This increase relates primarily to an increase in our revenues.
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Moreover, our Operating EBITDA from our operations in the Rest of EMEA segment increased 6%, in Euros terms, and 6%, in Dollar terms, in 2024 compared to 2023. In addition, our Operating EBITDA from our operations in the Rest of EMEA segment represented 5% and 5% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
SCA&C
Colombia. In 2024, our operating earnings before other expenses, net from our operations in Colombia increased 1%, in Colombian Peso terms and 2%, in Dollar terms, as compared to 2023. Our operating earnings before other expenses, net from our operations in Colombia represented 2% and 2% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The increase resulted primarily from the decrease in our cost of sales, mainly due to lower fuel costs, partially offset by higher electric power costs.
Our Operating EBITDA from our operations in Colombia increased 2%, in Colombian Peso terms and 4%, in Dollar terms, in 2024 compared to 2023. In addition, our Operating EBITDA from our operations in Colombia represented 2% and 2% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
Panama. Our operating earnings before other expenses, net, from our operations in Panama decreased 36% in 2024 compared to 2023, in Dollar terms. Our operating earnings before other expenses, net from our operations in Panama represented 1% and 1% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The decrease resulted primarily from lower revenues due to lower demand.
Moreover, in 2024 our Operating EBITDA from our operations in Panama decreased 19%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in Panama represented 1% and 1% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
Caribbean TCL. In 2024, our operating earnings before other expenses, net, from our operations in Caribbean TCL increased 16%, in Trinidad and Tobago Dollar terms and 16%, in Dollar terms, compared to 2023. Our operating earnings before other expenses, net from our Caribbean TCL operations represented 4% and 3% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The increase resulted primarily from an increase in our revenues and lower cost of sales.
In 2024, our Operating EBITDA from our operations in Caribbean TCL increased 11%, in Trinidad and Tobago Dollar terms, and 11%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in Caribbean TCL represented 3% and 2% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
Rest of SCA&C. In 2024, our operating earnings before other expenses, net, from our operations in the Rest of SCA&C segment decreased 11% compared to 2023, in Dollar terms. Our operating earnings before other expenses, net from our operations in the Rest of SCA&C segment represented 2% and 2% of our total operating earnings before other expenses, net for the year ended December 31, 2024 and 2023, respectively, in Dollar terms. The decrease resulted from an increase in our cost of sales, partially offset by an increase in revenue.
In 2024, our Operating EBITDA from our operations in the Rest of SCA&C segment remained flat, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in the Rest of SCA&C segment represented 2% and 2% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
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Other Expenses, Net. Our other expenses, net, decreased 97%, in Dollar terms, from an expense of $211 million in 2023 to an expense of $7 million in 2024. In 2024, we had a gain in results from sale of assets and others, net of $125 million, mainly due to a gain of $139 million related to the sale of our 34.8% equity interest in Neoris, compared to a loss in results from sales of assets and others, net of $166 million in 2023. This gain was partially offset by an increase of non-cash impairment losses from $43 million in 2023 to $122 million in 2024. During 2024 and 2023 we did not recognize any impairment losses of goodwill; nonetheless, we incurred impairment losses of $122 million on fixed assets during 2024 and $36 million in 2023. See notes 7, 15.1, 16.1 and 16.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
The most significant items included under this caption for the years ended December 31, 2023 and 2024, are as follows:
| For the Years Ended December 31, |
||||||||
| 2023 | 2024 | |||||||
| (in millions of Dollars) | ||||||||
| Impairment losses |
$ | (43 | ) | $ | (122 | ) | ||
| Results from the sale of assets and others, net |
(166 | ) | 125 | |||||
| Restructuring costs |
(2 | ) | (10 | ) | ||||
| $ | (211 | ) | $ | (7 | ) | |||
Financial expenses. Our financial expense increased 3%, from $539 million in 2023 to $555 million in 2024, primarily attributable to a higher average debt level during 2024, despite a lower debt balance at year-end and an increase in financial expenses related to leases. See note 17.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Financial income and other items, net. Our financial income and other items, net, in Dollar terms, increased significantly, from an income of $16 million in 2023 to an expense of $379 million in 2024. The increase is mainly due to a $353 million loss in foreign exchange results in 2024 compared to a $130 million gain in 2023, which was mainly due to the fluctuation of the Mexican Peso against the Dollar. This increase was partially compensated by a lower loss in results from financial instruments, net in 2024 compared to 2023. See notes 8.2 and 17.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
The most significant items included under this caption for the years ended December 31, 2023 and 2024 are as follows:
| For the Years Ended December 31, |
||||||||
| 2023 | 2024 | |||||||
| (in millions of Dollars) | ||||||||
| Financial income and other items, net: |
||||||||
| Foreign exchange results |
$ | 130 | $ | (353 | ) | |||
| Financial income |
37 | 36 | ||||||
| Results from financial instruments, net |
(65 | ) | (4 | ) | ||||
| Net interest cost of defined benefit liabilities |
(44 | ) | (40 | ) | ||||
| Effects of amortized cost on assets and liabilities |
(42 | ) | (53 | ) | ||||
| Others |
— | 35 | ||||||
| $ | 16 | $ | (379 | ) | ||||
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Income Taxes. Our income tax effect in the statements of income, which is comprised of current income taxes plus deferred income taxes, decreased from an expense of $1,204 million in 2023 to an expense of $67 million in 2024. Our current income tax expense decreased from $1,101 million in 2023 to $343 million in 2024, mainly due to the fact that the income tax expense in 2023 included an income tax penalty of $620 million originated in Spain and tax effects on foreign currency gains originated in Mexico, while the income tax expense for 2024 does not include any of those effects (see “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Tax Matters—Spain”). Our deferred income tax expense decreased from a deferred income tax expense of $103 million in 2023 to a deferred income tax benefit of $276 million in 2024, mainly associated with the recognition of deferred tax assets related to deferred interest in Mexico in 2024. See notes 20.1, 20.2, 20.3, and 20.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
For each of the years ended December 31, 2023 and 2024, our statutory income tax rate in Mexico was 30%. Considering the decrease in our income tax expense in 2024 as compared to 2023 as described above, partially offset by the decrease in our earnings before income tax from a gain of $1,323 million in 2023 to earnings before income tax of $980 million in 2024, our average effective income tax rate decreased from an effective income tax rate of 91.0% in 2023 to an effective income tax rate of 6.8% in 2024. Our average effective tax rate equals the net amount of income tax expense divided by earnings before income taxes, as these line items are reported in our consolidated statement of income. See “Item 3—Key Information—Risk Factors—Risks Relating to Regulatory and Legal Matters—Certain tax matters may have a material adverse effect on our cash flow, financial condition, and net income, as well as on our reputation” and note 20.3 to our 2024 audited consolidated financial statements included elsewhere in this annual report.
Net Income from continuing operations. For the reasons described above, our net income from continuing operations for 2024 increased from a net income from continuing operations of $119 million in 2023 to a net income from continuing operations of $913 million in 2024. As a percentage of revenues, net income from continuing operations represented 0.7% and 5.6% for the years ended as of December 31, 2023 and 2024, respectively.
Discontinued operations. For the years ended December 31, 2023 and 2024, our discontinued operations included in our consolidated statements of income amounted to a net income from discontinued operations of $80 million and $47 million, respectively. As a percentage of revenues, income of discontinued operations, net of tax, represented 0.5% and 0.3% for the years ended December 31, 2023 and 2024, respectively. See note 4.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Consolidated Net Income. For the reasons described above, our consolidated net income (before deducting the portion allocable to non-controlling interest) for 2024 increased from a consolidated net income of $199 million in 2023 to a consolidated net income of $960 million in 2024. As a percentage of revenues, consolidated net income represented 1.2% and 5.9% for the years ended as of December 31, 2023 and 2024, respectively.
Non-controlling Interest Net Income. Changes in non-controlling interest net income in any period reflect changes in the percentage of the stock of our subsidiaries held by non-associated third parties as of the end of each month during the relevant period and the consolidated net income attributable to those subsidiaries.
Non-controlling interest net income increased 24%, from an income of $17 million in 2023 to an income of $21 million in 2024, primarily attributable to an increase in the net income of the consolidated entities in which others have a non-controlling interest. See note 21.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Controlling Interest Net Income. Controlling interest net income represents the difference between our consolidated net income and non-controlling interest net income, which is the portion of our consolidated net income attributable to
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those of our subsidiaries in which non-associated third parties hold interests. For the reasons described above, our controlling interest net income increased from a controlling interest net income of $182 million in 2023 to a controlling interest net income of $939 million in 2024. As a percentage of revenues, controlling interest net income, represented 1.1% and 5.8% for the years ended as of December 31, 2023 and 2024, respectively.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Summarized in the table below are the percentage (%) increases (+) and decreases (-) for the year ended December 31, 2023 compared to the year ended December 31, 2022 in our (i) domestic cement and ready-mix concrete sales volumes, which refer entirely to sales to external customers, (ii) export sales volumes of cement, which include both sales to external customers and intragroup export sales from one reportable operating segment to another, and (iii) domestic cement and ready-mix concrete average sales prices for each of our reportable operating segments.
Reportable operating segments represent the components of Cemex that engage in business activities from which we may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s top management to make decisions about resources to be allocated to the segments and assess their performance, and for which discrete financial information is available. Cemex discloses its segment information presenting thirteen reportable operating segments under IFRS 8. We operate geographically and by line of business on a regional basis. For the reported periods, our operations were organized in four geographical regions, each under the supervision of a regional president, as follows: (1) Mexico, (2) United States, (3) EMEA, comprising 10 operating segments, of which four operating segments were aggregated into a single reportable operating segment as described below, and (4) SCA&C, comprising 10 operating segments, of which six operating segments were aggregated into two reportable operating segments as described below. The accounting policies applied to determine the financial information by reporting segment are consistent with those described in note 29 to our 2024 audited consolidated financial statements included elsewhere in this annual report.
As of December 31, 2023, considering similar regional and economic characteristics and materiality, such as: (a) the nature of the products and services, all related to construction materials and the construction industry, (b) the nature of the production processes, which are the same for cement, ready-mix concrete, aggregates, and Urbanization Solutions, (c) the type of customers for their products or services, in all cases construction materials distributors and wholesalers, governments and big construction firms, and (d) the methods used to distribute their products or provide their services, which are very similar among our geographies using both third-party transportation for cement and aggregates and our own mixers fleet for ready-mix, certain operating segments have been aggregated and presented as single reportable segments. These reportable segments are as follows: (i) the “Rest of EMEA” refers to our operating segments and activities in the Czech Republic, Croatia, Egypt and the UAE; (ii) the “Rest of SCA&C” refers to our operating segments and activities in Puerto Rico, Nicaragua, Jamaica and the Caribbean, excluding the operations of TCL; and (iii) the “Caribbean TCL” refers to TCL’s operating segments mainly in Trinidad and Tobago, Jamaica, Guyana and Barbados. The line item “Other activities,” included to reconcile the total of reportable segments with the consolidated amounts from continuing operations, refers to the following: (1) our cement trade maritime operations, (2) Cemex, S.A.B. de C.V., (3) other corporate entities and finance subsidiaries and (4) other minor subsidiaries with different lines of business.
The table below and the other volume data presented by reportable operating segment in this “Item 5-Operating and Financial Review and Prospects-Results of Operations-Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” section present Domestic Sales Volumes of cement and ready-mix concrete, consisting entirely of sales to external customers, as well as Export Sales Volumes of cement to both external customers and other operating segments, and Average Domestic Sales Prices in Local Currency of cement and ready-mix concrete, which refer to sales to external customers.
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| Domestic Sales Volumes | Export Sales Volumes (Intragroup Transactions) |
Export Sales Volumes to External Customers |
Average Domestic Sales Prices in Local Currency(1) |
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| Reporting Segment |
Cement | Ready-Mix Concrete |
Cement | Cement | Cement | Ready-Mix Concrete |
||||||||||||||||||
| Mexico |
+3% | +7% | -10% | -5% | +11% | +25% | ||||||||||||||||||
| United States |
-13% | -10% | — | — | +14% | +19% | ||||||||||||||||||
| EMEA |
||||||||||||||||||||||||
| United Kingdom |
-16% | -9% | — | — | +19% | +13% | ||||||||||||||||||
| France |
— | -6% | — | — | — | +9% | ||||||||||||||||||
| Germany |
-24% | -25% | -23% | -99% | +31% | +19% | ||||||||||||||||||
| Poland |
-14% | -15% | -70% | +346% | +27% | +15% | ||||||||||||||||||
| Spain |
-7% | -3% | -28% | +25% | +23% | +20% | ||||||||||||||||||
| Israel |
— | -7% | — | — | — | +8% | ||||||||||||||||||
| Rest of EMEA |
0% | -4% | -100% | +23% | +4% | +11% | ||||||||||||||||||
| SCA&C |
||||||||||||||||||||||||
| Colombia |
-6% | -6% | — | — | +15% | +24% | ||||||||||||||||||
| Panama |
+5% | +22% | -59% | -14% | +3% | +5% | ||||||||||||||||||
| Caribbean TCL |
+2% | +42% | — | -22% | +8% | +3% | ||||||||||||||||||
| Rest of SCA&C |
-7% | +4% | -100% | -56% | +6% | -6% | ||||||||||||||||||
| “—” | = Not Applicable |
| (1) | Represents the average change in domestic cement and ready-mix concrete prices in local currency terms. For the purpose of our Rest of EMEA reportable segment, which comprises non-Euro segments, the weighted average variance in local currency is determined and presented in Euros at the exchange rates in effect as of the end of the reporting period. For the purpose of our Rest of SCA&C reportable segment, which comprises non-Dollar segments, the weighted average variance in local currency is presented in Dollar terms at the exchange rates in effect as of the end of the reporting period. Weighted average changes for the Rest of EMEA and Rest of SCA&C reportable segments are based on total sales volumes in the respective segment. |
On a consolidated basis, our cement sales volumes decreased 7%, from 56.7 million tons in 2022 to 52.8 million tons in 2023, and our ready-mix concrete sales volumes decreased 6%, from 49.9 million cubic meters in 2022 to 46.8 cubic meters in 2023. Our revenues increased 13%, from $14,706 million in 2022 to $16,554 million in 2023, and our operating earnings before other expenses, net increased 44%, from $1,361 million in 2022 to $1,959 million in 2023. See the table below for a breakdown according to reporting segment.
The following tables present selected financial information for revenues of both external revenues and revenues including intragroup transactions, as well as operating earnings before other expenses, net and Operating EBITDA for each of our reporting segments for the years ended December 31, 2022 and 2023. Variations in revenues determined on the basis of Dollars include the appreciation or depreciation which occurred during the period between the local currencies of the countries in the regions vis-à-vis the Dollar; therefore, such variations differ substantially from those based solely on the countries’ local currencies.
As mentioned above, our “Operating EBITDA” is the financial measure used by our CEO and other management when assessing segment performance and profitability and deciding how to allocate resource, and our “Operating Earnings Before Other Expenses, Net” is the closest line item to Operating EBITDA presented in our statements of income under IFRS included elsewhere in this annual report and is a stepping stone for calculating Operating EBITDA by adding back depreciation and amortization.
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| Reporting Segment |
Variation in Local Currency(1) |
Approximate Currency Fluctuations |
Variation in Dollars |
Revenues For the Years |
Variation in Local Currency(1) |
Approximate Currency Fluctuations |
Variation in Dollars |
External For the Years Ended |
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| 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||||||||||||||||||||
| Mexico |
+16% | +16% | +32% | 3,842 | 5,060 | +17% | +16% | +33% | 3,642 | 4,855 | ||||||||||||||||||||||||||||||
| United States |
+6% | — | +6% | 5,038 | 5,338 | +6% | — | +6% | 5,034 | 5,338 | ||||||||||||||||||||||||||||||
| EMEA |
||||||||||||||||||||||||||||||||||||||||
| United Kingdom |
0% | +1% | +1% | 982 | 992 | 0% | +1% | +1% | 982 | 992 | ||||||||||||||||||||||||||||||
| France |
+5% | +3% | +8% | 781 | 842 | +5% | +3% | +8% | 781 | 842 | ||||||||||||||||||||||||||||||
| Germany |
-1% | +3% | +2% | 485 | 497 | -2% | +4% | +2% | 439 | 447 | ||||||||||||||||||||||||||||||
| Poland |
+7% | +4% | +11% | 419 | 467 | +8% | +4% | +12% | 415 | 466 | ||||||||||||||||||||||||||||||
| Spain |
+14% | +4% | +18% | 382 | 449 | +15% | +4% | +19% | 346 | 411 | ||||||||||||||||||||||||||||||
| Israel |
+4% | -9% | -5% | 840 | 794 | +4% | -9% | -5% | 840 | 794 | ||||||||||||||||||||||||||||||
| Rest of EMEA |
+5% | +4% | +9% | 707 | 770 | +5% | +4% | +9% | 706 | 766 | ||||||||||||||||||||||||||||||
| SCA&C |
||||||||||||||||||||||||||||||||||||||||
| Colombia |
+6% | +1% | +7% | 429 | 458 | +6% | +1% | +7% | 429 | 458 | ||||||||||||||||||||||||||||||
| Panama |
+6% | — | +6% | 149 | 158 | +15% | — | +15% | 115 | 132 | ||||||||||||||||||||||||||||||
| Caribbean TCL |
+9% | 0% | +9% | 302 | 329 | +8% | 0% | +8% | 294 | 317 | ||||||||||||||||||||||||||||||
| Rest of SCA&C |
+5% | — | +5% | 271 | 285 | +5% | — | +5% | 270 | 285 | ||||||||||||||||||||||||||||||
| Reportable Segments |
— | — | — | — | — | +13% | — | +13% | 14,293 | 16,103 | ||||||||||||||||||||||||||||||
| Other Activities |
— | — | — | — | — | +9% | — | +9% | 413 | 451 | ||||||||||||||||||||||||||||||
| Total Consolidated |
— | — | — | — | — | +13% | — | +13% | 14,706 | 16,554 | ||||||||||||||||||||||||||||||
| “—” | = Not Applicable |
| (1) | Represents the variation in local currency terms. For the purposes of our Rest of EMEA reportable segment, which comprises non-Euro segments, the weighted average variance in local currency is determined and presented in Euros at the exchange rates in effect as of the end of the reporting period. For the purposes of our Rest of SCA&C reportable segment, which comprises non-Dollar segments, the weighted average variance in local currency is presented in Dollar at the exchange rates in effect as of the end of the reporting period. |
| Operating Earnings Before For the Year Ended December 31, |
Plus: Depreciation and amortization |
Operating EBITDA(2) For the Year Ended December 31, |
||||||||||||||||||||||
| Reporting Segment |
2022 | 2023 | 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||
| Mexico |
$ | 961 | $ | 1,267 | $ | 172 | $ | 221 | $ | 1,133 | $ | 1,488 | ||||||||||||
| United States |
307 | 557 | 455 | 483 | 762 | 1,040 | ||||||||||||||||||
| EMEA: |
||||||||||||||||||||||||
| United Kingdom |
135 | 121 | 60 | 72 | 195 | 193 | ||||||||||||||||||
| France |
13 | (1 | ) | 50 | 54 | 63 | 53 | |||||||||||||||||
| Germany |
12 | 5 | 28 | 32 | 40 | 37 | ||||||||||||||||||
| Poland |
42 | 48 | 22 | 24 | 64 | 72 | ||||||||||||||||||
| Spain |
(22 | ) | 40 | 28 | 31 | 6 | 71 | |||||||||||||||||
| Israel |
66 | 57 | 46 | 33 | 112 | 90 | ||||||||||||||||||
| Rest of EMEA |
61 | 99 | 55 | 48 | 116 | 147 | ||||||||||||||||||
| SCA&C: |
||||||||||||||||||||||||
| Colombia |
37 | 37 | 24 | 25 | 61 | 62 | ||||||||||||||||||
| Panama |
12 | 18 | 16 | 17 | 28 | 35 | ||||||||||||||||||
| Caribbean TCL |
57 | 58 | 17 | 20 | 74 | 78 | ||||||||||||||||||
| Rest of SCA&C |
42 | 43 | 11 | 11 | 53 | 54 | ||||||||||||||||||
| Reportable Segments |
1,723 | 2,349 | 984 | 1,071 | 2,707 | 3,420 | ||||||||||||||||||
| Other Activities |
(362 | ) | (390 | ) | 88 | 119 | (274 | ) | (271 | ) | ||||||||||||||
| Total Consolidated |
$ | 1,361 | $ | 1,959 | $ | 1,072 | $ | 1,190 | $ | 2,433 | $ | 3,149 | ||||||||||||
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| (1) | We include the line item titled “Operating earnings before other expenses, net” in our statements of income under IFRS considering that it is a subtotal relevant for the determination of our “Operating EBITDA” (Operating earnings before other expenses, net plus depreciation and amortization) as described in note 2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. |
| (2) | Operating EBITDA is the financial measure used by our chief executive officer to review operating performance and profitability, for decision-making purposes and to allocate resources. Moreover, Operating EBITDA is a measure used by our creditors to review our ability to internally fund capital expenditures, to review our ability to service or incur debt and to comply with financial covenants under our financing agreements, as described in note 17 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. Our Operating EBITDA is not a measure of operating performance, an alternative to cash flow or a measure of financial position under IFRS. Moreover, Operating EBITDA may not be comparable to other similarly titled measures of other companies. |
Revenues. Our consolidated revenues increased 13%, from $14,706 million in 2022 to $16,554 million in 2023. The increase in our revenues was mainly attributable to higher prices of our products in local currency across all regions. Set forth below is a quantitative and qualitative analysis of the various factors affecting our revenues on a reporting segment basis. To allow the analysis of each reportable segment on a stand-alone basis, our discussion of volume data and revenues information below is presented in both external revenues and revenues before eliminations resulting from consolidation, as described in note 4.3 to our 2024 audited consolidated financial statements included elsewhere in this annual report.
Mexico
Our domestic cement sales volumes to external customers from our operations in Mexico increased 3% in 2023 compared to 2022, and ready-mix concrete sales volumes increased 7% over the same period. Our revenues from our operations in Mexico represented 29% and 25% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, our operations in Mexico represented 19% of our total assets in Dollar terms. During 2023, the recovery in cement volumes was driven by the formal sector, with bulk cement more than offsetting the decline in bagged cement, while ready-mix and aggregate volumes grew to the high single-digits, or 7% and 9%, respectively. Our cement export volumes from our operations in Mexico, which represented 13% of our Mexican cement sales volumes for the year ended December 31, 2023, of which 24% corresponded to external customers and 76% corresponded to revenues from transactions with other operating segments, decreased 9% in 2023 compared to 2022, mainly due to lower export to the United States. Of our total cement export volumes from our operations in Mexico during 2023, which include both exports to external customers and exports to other operating segments, 92% was shipped to the United States and 8% to our SCA&C segment. Our average sales price of domestic cement from our operations in Mexico increased 11%, in Mexican Peso terms, in 2023 compared to 2022, and our average sales price of ready-mix concrete increased 25%, in Mexican Peso terms, over the same period.
The following chart indicates the breakdown of Mexico external revenues by product, as applicable for the year ended December 31, 2023:
|
As a result of increases in domestic cement and ready-mix concrete sales prices and an increase in cement and ready-mix concrete sales volumes, partially offset by a decrease in cement exports sales, external revenues in Mexico, in Mexican Peso terms, increased 17% in 2023 compared to 2022.
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United States
Our domestic cement sales volumes to external customers from our operations in the United States decreased 13% in 2023 compared to 2022, and ready-mix concrete sales volumes decreased 10% over the same period. The decrease in domestic cement sales volumes were primarily attributable to bad weather, lower residential and commercial demand, completion of some large industrial projects, as well as some market share loss due to our pricing strategy for our products. Our operations in the United States represented 32% and 34% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, our operations in the United States represented 46% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in the United States increased 14%, in Dollar terms, in 2023 compared to 2022, and our average ready-mix concrete sales price increased 19%, in Dollar terms, over the same period.
The following chart indicates the breakdown of United States external revenues by product, as applicable for the year ended December 31, 2023:
|
As a result of increases in domestic cement and ready-mix concrete sales prices, partially compensated by a decrease in domestic cement and ready-mix concrete sales volumes, external revenues from our operations in the United States, in Dollar terms, increased 6% in 2023 compared to 2022.
EMEA
In 2023, our operations in the EMEA region consisted of our operations in the United Kingdom, France, Germany, Poland, Spain and Israel, which represent the most significant operations in this region, in addition to the Rest of EMEA segment. Our revenues from our operations in the EMEA region represented 29% and 31% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, our operations in the EMEA region represented 22% of our total assets in Dollar terms. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our revenues for our main operations in the EMEA region.
The following chart indicates the geographic breakdown of EMEA region external revenues by reporting segment, as applicable for the year ended December 31, 2023:
|
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United Kingdom
Our domestic cement sales volumes to external customers from our operations in the United Kingdom decreased 16% in 2023 compared to 2022, and ready-mix concrete sales volumes decreased 9% over the same period. The decreases in domestic cement and ready-mix concrete sales volumes reflected challenging market conditions. During 2023, the country faced considerable economic challenges, especially in the housing sector and construction generally. Our operations in the United Kingdom represented 6% and 7% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, our operations in the United Kingdom represented 5% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in the United Kingdom increased 19%, in Pound terms, in 2023 compared to 2022, and our average sales price of ready-mix concrete increased 13%, in Pound terms, over the same period.
The following chart indicates the breakdown of United Kingdom external revenues by product, as applicable for the year ended December 31, 2023:
|
As a result of increases in domestic cement and ready-mix concrete sales prices, compensated by a decrease in domestic cement and ready-mix concrete sales volumes, external revenues from our operations in the United Kingdom, in Pound terms, remained flat in 2023 compared to 2022.
France
Our ready-mix concrete sales volumes to external customers from our operations in France decreased 6% in 2023 compared to 2022. The decrease in volumes reflected low economic growth, due to difficult economic conditions. Increased expenses for construction materials and wages, together with tighter environmental standards, weigh on building costs. Our operations in France represented 5% in Dollar terms of our consolidated external revenues for both years ended December 31, 2023 and 2022. As of December 31, 2023, our operations in France represented 3% of our total assets in Dollar terms. Our average sales price of ready-mix concrete of our operations in France increased 9%, in Euro terms, in 2023 compared to 2022.
The following chart indicates the breakdown of France external revenues by product, as applicable for the year ended December 31, 2023:
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As a result of an increase in ready-mix concrete sales prices, partially offset by a decrease in ready-mix concrete sales volumes, external revenues from our operations in France, in Euro terms, increased 5% in 2023 compared to 2022.
Germany
Our domestic cement sales volumes to external customers from our operations in Germany decreased 24% in 2023 compared to 2022, and ready-mix concrete sales volumes decreased 25% over the same period. The decrease in domestic cement sales volumes was mainly due to challenging market conditions and lower exports than in 2022 and the decrease in ready-mix concrete was mainly due to slowing demand in all markets. Our operations in Germany represented 3% in Dollar terms of our consolidated external revenues for both years ended December 31, 2023 and 2022. Our cement export volumes from our operations in Germany, which represented 19% of our Germany cement sales volumes for the year ended December 31, 2023, of which 1% corresponded to external customers and 99% corresponded to transactions with other operating segments, decreased 1% in 2023 compared to 2022, mainly due to lower volumes exported to Poland and Norway. All of our cement export volumes from our operations in Germany during 2023, which include both exports to external customers and exports to other operating segments, were to our EMEA region. As of December 31, 2023, our operations in Germany represented 2% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in Germany increased 31%, in Euro terms, in 2023 compared to 2022, and our average sales price of ready-mix concrete increased 19%, in Euro terms, over the same period.
The following chart indicates the breakdown of Germany external revenues by product, as applicable for the year ended December 31, 2023:
|
As a result of decreases in domestic cement and ready-mix concrete sales volumes, partially compensated by increases in domestic cement and ready-mix concrete sales volumes, external revenues from our operations in Germany, in Euro terms, decreased 2% in 2023 compared to 2022.
Poland
Our domestic cement sales volumes to external customers from our operations in Poland decreased 14% in 2023 compared to 2022, and ready-mix concrete sales volumes decreased 15% over the same period. The decreases in domestic cement and ready-mix concrete sales volumes were mainly due to a slowdown of construction market and project delays. Our operations in Poland represented 3% in Dollar terms of our consolidated external revenues for both years ended December 31, 2023 and 2022. Our cement export volumes from our operations in Poland, which represented less than 1% of our Poland cement sales volumes for the year ended December 31, 2023, of which 4% corresponded to external customers export revenues and 96% corresponded to transactions with other operating segments, decreased 1% in 2023 compared to 2022. All of our cement export volumes from our operations in Poland during 2023, which include both exports to external customers and exports to other operating segments, were to our EMEA segment.
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As of December 31, 2023, our operations in Poland represented 1% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in Poland increased 27%, in Euro terms, in 2023 compared to 2022, and our average sales price of ready-mix concrete increased 15%, in Euro terms, over the same period.
The following chart indicates the breakdown of Poland external revenues by product, as applicable for the year ended December 31, 2023:
|
|
As a result of increases in domestic cement and ready-mix concrete sales prices, partially offset by decreases in domestic cement and ready-mix concrete sales volumes, external revenues from our operations in Poland, in Euro terms, increased 8% in 2023 compared to 2022.
Spain
Our domestic cement sales volumes to external customers from our operations in Spain decreased 7% in 2023 compared to 2022, while ready-mix concrete sales volumes decreased 3% over the same period. The decreases in domestic cement and ready-mix concrete sales volumes were mainly driven by lower market share and slowdown on construction activity. Our operations in Spain represented 2% in Dollar terms of our consolidated external revenues for both years ended December 31, 2023 and 2022. Our cement export volumes from our operations in Spain, which represented 29% of our Spain cement sales volumes for the year ended December 31, 2023, of which 50% corresponded to external customers and 50% corresponded to transactions with other operating segments, decreased 9% in 2023 compared to 2022. Of our total cement export volumes from our operations in Spain during 2023, which included both exports to external customers and exports to other operating segments, 78% were to the United Kingdom, 14% were to Rest of EMEA region, and 8% were to the United States. As of December 31, 2023, our operations in Spain represented 2% of our total assets in Dollar terms. Our average sales price of domestic cement of our operations in Spain increased 23%, in Euro terms, in 2023 compared to 2022, and our average sales price of ready-mix concrete increased 20%, in Euro terms, over the same period.
The following chart indicates the breakdown of Spain external revenues by product, as applicable for the year ended December 31, 2023:
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As a result of increases in domestic cement and ready-mix concrete sales prices, partially offset by decreases in domestic cement and ready-mix concrete sales volume, external revenues from our operations in Spain, in Euro terms, increased 15% in 2023 compared to 2022.
Israel
Our ready-mix concrete sales volumes to external customers from our operations in Israel decreased 7% in 2023 compared to 2022. The decrease in ready-mix concrete volumes was mainly driven by a negative effect due to the Israeli-Hamas conflict. Our operations in Israel represented 5% and 6% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, our operations in Israel represented 3% of our total assets in Dollar terms. Our average sales price of ready-mix concrete of our operations in Israel increased 8%, in Israeli New Shekel terms, in 2023 compared to 2022.
The following chart indicates the breakdown of Israel external revenues by product, as applicable for the year ended December 31, 2023:
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As a result of increases in ready-mix concrete sales prices, partially compensated by a decrease in ready-mix concrete sales volume, external revenues from our operations in Israel, in Israeli New Shekel terms, increased 4% in 2023 compared to 2022.
Rest of EMEA
Our domestic cement sales volumes to external customers from our operations in the Rest of EMEA segment remained flat in 2023 compared to 2022, and ready-mix concrete sales volumes decreased 4% over the same period. Our cement export volumes from our operations in the Rest of EMEA segment, which represented 7% of our Rest of EMEA segment cement sales volumes for the year ended December 31, 2023, of which 100% corresponded to external customers, increased 23% in 2023 compared to 2022. All of our cement exports from our operations in the Rest of EMEA during 2023 were to the Rest of EMEA segment. Our revenues from our operations in the Rest of EMEA segment represented 5% and 5% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, our operations in the Rest of EMEA represented 3% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in the Rest of EMEA segment increased 4%, in Euro terms, in 2023 compared to 2022, and our average sales price of ready-mix concrete increased 11%, in Euro terms, over the same period.
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The following chart indicates the breakdown of Rest of EMEA external revenues by product, as applicable for the year ended December 31, 2023:
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As a result of increases in domestic cement and ready-mix concrete sales prices, partially compensated by a decrease in ready-mix concrete sales volumes, external revenues in the Rest of EMEA segment, in Euro terms, increased 5%, in 2023 compared to 2022.
SCA&C
In 2023, our operations in the SCA&C region consisted of our operations in Colombia, Panama, our Caribbean TCL operations, which represent our most significant operations in this region, and the Rest of SCA&C segment. Our revenues from our operations in the SCA&C region represented 8% in Dollar terms of our consolidated external revenues for both years ended December 31, 2023 and 2022. As of December 31, 2023, our operations in the SCA&C region represented 9% of our total assets, in Dollar terms. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our revenues for our main operations in the SCA&C region.
The following chart indicates the geographic breakdown of SCA&C region external revenues by reporting segment, for the year ended December 31, 2023:
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Colombia
Our domestic cement sales volumes to external customers from our operations in Colombia decreased 6% in 2023 compared to 2022, and ready-mix concrete sales volumes decreased 6% over the same period. The decrease in cement sales volume in Colombia was mainly due to a lower demand and our ready-mix concrete sales volume decrease due to a weaker market. Our revenues from our operations in Colombia represented 3% in Dollar terms of our consolidated external revenues for both years ended December 31, 2023 and 2022. As of December 31, 2023, our operations in Colombia represented 4% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in Colombia increased 15%, in Colombian Peso terms, in 2023 compared to 2022, and our average sales price of ready-mix concrete increased 24%, in Colombian Peso terms, over the same period.
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The following chart indicates the breakdown of Colombia external revenues by product, as applicable for the year ended December 31, 2023:
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As a result of increases in domestic cement and ready-mix concrete sales prices, partially offset by decreases in domestic cement and ready-mix concrete sales volumes, external revenues of our operations in Colombia, in Colombian Peso terms, increased 6% in 2023 compared to 2022.
Panama
Our domestic cement sales volumes to external customers from our operations in Panama increased 5% in 2023 compared to 2022, and ready-mix concrete sales volumes increased 22% over the same period. The increases in domestic cement and ready-mix concrete sales volumes in Panama were mainly due to activity in the infrastructure sector, largely due to the fourth bridge over the Panama Canal. Our cement export volumes from our operations in Panama, which represented 33% of our Panama cement sales volumes for the year ended December 31, 2023, of which 52% corresponded to external customers and 48% corresponded to transactions with other operating segments, decreased 43% in 2023 compared to 2022. Our revenues from our operations in Panama represented 1% and 1% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, our operations in Panama represented 1% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in Panama increased 3% in Dollar terms, in 2023 compared to 2022, and our average sales price of ready-mix concrete increased 5%, in Dollar terms, over the same period.
The following chart indicates the breakdown of Panama external revenues by product, as applicable for the year ended December 31, 2023:
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As a result of increases in domestic cement and ready-mix concrete sales volumes and sales price, external revenues of our operations in Panama, in Dollar terms, increased 15% in 2023 compared to 2022.
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Caribbean TCL
Our domestic cement sales volumes to external customers from our operations in Caribbean TCL increased 2% in 2023 compared to 2022, and ready-mix concrete sales volumes increased 42% over the same period. The increases in cement and ready-mix sales volume came from higher demand and better weather conditions. Our revenues from our operations in Caribbean TCL represented 2% and 2% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2022, respectively. Our cement export volumes from our operations in Caribbean TCL segment represented 14% of our Caribbean TCL cement sales volumes for the year ended December 31, 2023, of which 100% corresponded to external customers, decreased 22% in 2023 compared to 2022. All of our cement exports from our operations in Caribbean TCL during 2023 were to the Rest of SCA&C segment. As of December 31, 2023, our operations in Caribbean TCL represented 2% of our total assets in Dollar terms. Our average sales price of domestic cement of our operations in Caribbean TCL increased 8%, in Trinidad and Tobago Dollar terms, in 2023 compared to 2022, and our average sales price of ready-mix concrete increased 3%, in Trinidad and Tobago Dollar terms, over the same period.
The following chart indicates the breakdown of Caribbean TCL external revenues by product, as applicable for the year ended December 31, 2023:
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As a result of increases in domestic cement and ready-mix concrete sales volumes and sale prices, external revenues of our operations in Caribbean TCL, in Trinidad and Tobago Dollar terms, increased 8% in 2023 compared to 2022.
Rest of SCA&C
Our domestic cement volumes to external customers from our operations in the Rest of SCA&C segment decreased 7% in 2023 compared to 2022, while ready-mix concrete sales volumes increased 4% over the same period. Our cement export volumes from our operations in the Rest of SCA&C segment, which represented less than 1% of our Rest of SCA&C segment cement sales volumes for the year ended December 31, 2023, of which 100% corresponded to external customer, decreased 90% in 2023 compared to 2022. All of our cement export volumes from our operations in the Rest of SCA&C segment during 2023, were within the same region. Our revenues from our operations in the Rest of SCA&C segment represented 2% and 2% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, our operations in the Rest of SCA&C segment represented 1% of our total assets in Dollar terms. Our average sales price of domestic cement from our operations in the Rest of SCA&C segment increased 6% in Dollar terms, in 2023 compared to 2022, and our average sales price of ready-mix concrete decreased 6%, in Dollar terms, over the same period.
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The following chart indicates the breakdown of Rest of SCA&C external revenues by product, as applicable for the year ended December 31, 2023:
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As a result of increases in ready-mix concrete sales volumes and domestic cement sales price, partially offset by decreases in domestic cement sales volumes and ready-mix concrete sales prices, external revenues of our operations in the Rest of SCA&C segment, in Dollar terms, increased 5% in 2023 compared to 2022.
Other activities (Revenues)
Revenues from our other activities segment increased 9% in 2023 compared to 2022, in Dollar terms. Our revenues from our Other activities segment represented 2% in Dollar terms of our consolidated external revenues for both years ended December 31, 2023 and 2022.
Cost of Sales
Our cost of sales, including depreciation, increased 7%, from $10,221 million in 2022 to $10,979 million in 2023. As a percentage of revenues, cost of sales decreased from 69.5% in 2022 to 66.3% in 2023. The decrease as a percentage of revenues was mainly driven by easing cost headwinds, and operational efficiencies. Our cost of sales includes freight expenses of raw materials used in our producing plants.
Gross Profit
For the reasons described above, our gross profit increased 24% from $4,485 million in 2022 to $5,575 million in 2023. As a percentage of revenues, gross profit increased from 30.5% in 2022 to 33.7% in 2023. In addition, our gross profit may not be directly comparable to those of other entities that include all their freight expenses in cost of sales. As described below, we include freight expenses of finished products from our producing plants to our points of sale and from our points of sale to our customers’ locations within operating expenses as part of distribution and logistics expenses.
Operating expenses
Our operating expenses, which are represented by administrative, selling, distribution and logistics expenses, increased 16%, from $3,124 million in 2022 to $3,616 million in 2023. As a percentage of revenues, operating expenses increased from 21.2% in 2022 to 21.8% in 2023. The increase as a percentage of revenues resulted primarily from higher logistic and distribution expenses due to higher fuel costs, as well as higher payroll expenses due to salary increases and higher fees. Our operating expenses include expenses related to personnel, equipment and services involved in sales activities and storage of product at points of sale, which are included as part of the operating expenses, as well as freight expenses of finished products between plants and points of sale and freight expenses between points of sale and the customers’ facilities, which are included as part of the line item “Distribution and logistics expenses.” For the years ended December 31, 2022 and 2023, selling expenses included as part of the line item “Operating expenses” amounted to $344 million and $393 million, respectively.
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As discussed above, we include freight expenses of finished products from our producing plants to our points of sale and from our points of sale to our customers’ locations within distribution and logistics expenses, which in the aggregate represented costs of $1,734 million in 2022, and $1,869 million in 2023. As a percentage of revenues, distribution and logistics expenses decreased from 12% in 2022 to 11% in 2023.
Operating Earnings Before Other Expenses, Net
For the reasons described above, our operating earnings before other expenses, net increased 44% from $1,361 million in 2022 to $1,959 million in 2023. As a percentage of revenues, operating earnings before other expenses, net increased 2.6 percentage points, from 9.3% in 2022 to 11.9% in 2023. Additionally, set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our operating earnings before other expenses, net on a reporting segment basis.
Depreciation and Amortization
During the year ended December 31, 2023, in Dollar terms, our depreciation and amortization amounted to $1,190 million and increased 11% in comparison to 2022. During the year ended December 31, 2023 our capital expenditures amounted to $1,417 million, a 4% increase compared to $1,362 million in 2022, due to higher assets base and changes in exchange rates. See the table on page 208 of this annual report and note 4.3 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report for a breakdown of depreciation and amortization by reportable segment.
Operating EBITDA
Operating EBITDA is the key financial measure used by our chief executive officer to review operating performance and profitability, for decision-making purposes and to allocate resources. Moreover, Operating EBITDA is an indicator used by Cemex’s creditors to measure our ability to internally fund capital expenditures, as well as our ability to service or incur debt and comply with financial covenants under its financing agreements. We present “Operating EBITDA” by reportable segment in the table on page 208 of this annual report and in note 4.3 and 17.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. Operating EBITDA is not a measure of operating performance, an alternative to cash flows or a measure of financial position under IFRS. Moreover, Operating EBITDA may not be comparable to other similarly titled measures of other companies.
Considering the effects mentioned above, our Operating EBITDA increased 29% from $2,433 million in 2022 to $3,149 million in 2023. As a percentage of revenues our Operating EBITDA margin (which management considers a relevant profitability measure despite Operating EBITDA margin not being a measure of operating performance, an alternative to cash flows or a measure of financial position under IFRS) increased from 16.5% in 2022 to 19.0% in 2023. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our operating earnings before other expenses, net and Operating EBITDA on a reporting segment basis.
For a reconciliation of Operating Earnings Before Other Expenses, Net to Operating EBITDA, see page 180 of this annual report under “Item 5—Operating and Financial Review and Prospects—Key Components of Results of Operations—Year Ended December 31, 2023 Compared to Year Ended December 31, 2022.”
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Mexico
Our operating earnings before other expenses, net, from our operations in Mexico increased 16% in Mexican Peso terms and 32%, in Dollar terms, in 2023 compared to 2022. Our operating earnings before other expenses, net from our operations in Mexico represented 65% and 71% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. The increase resulted primarily from strong volumes and pricing of our products. The recovery in cement volumes in 2023 was driven by the formal sector.
Moreover, in 2023 our Operating EBITDA from our operations in Mexico increased 15%, in Mexican Peso terms, and 31%, in Dollar terms, compared to 2022. In addition, our Operating EBITDA from our operations in Mexico represented 47% and 47% of our total consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
United States
Our operating earnings before other expenses, net, from our operations in the United States increased 82% in 2023 compared to 2022, in Dollar terms. Our operating earnings before other expenses, net from our operations in the United States represented 28% and 23% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. The increase resulted primarily from an increase in our revenues in the United States segment due to the price strategy of our products and decelerating costs.
In 2023, our Operating EBITDA from our operations in the United States increased 37%, in Dollar terms, compared to 2022. In addition, our Operating EBITDA from our operations in the United States represented 33% and 31% of our total consolidated Operating EBITDA for the year ended December 31, 2023 and 2022, respectively, in Dollar terms.
EMEA
United Kingdom. Our operating earnings before other expenses, net, from our operations in the United Kingdom decreased 12%, in Pound terms and 10%, in Dollar terms, in 2023 compared to 2022. Our operating earnings before other expenses, net from our operations in the United Kingdom represented 6% and 10% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
The decrease resulted primarily from lower volumes and higher cost of sales, due to higher electricity costs, as well as higher gas and coal prices and higher purchase cement. These increases in costs were partially offset by higher prices of our products.
Moreover, in 2023 our Operating EBITDA from our operations in the United Kingdom decreased 3%, in British Pounds terms, and 1%, in Dollar terms, compared to 2022. In addition, our Operating EBITDA from our operations in the United Kingdom represented 6% and 8% of our total consolidated Operating EBITDA for the year ended December 31, 2023 and 2022, respectively, in Dollar terms.
France. In 2023, our operating earnings before other expenses, net, from our operations in France decreased 111%, in Euro terms and 108%, in Dollar terms as compared to 2022. Our operating earnings before other expenses, net from our operations in France represented less than 1% and 1% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. The decrease resulted primarily from the increase in our cost of sales, due to higher energy and raw material costs.
In 2023, our Operating EBITDA from our operations in France decreased 18%, in Euros terms, and 16%, in Dollar terms, compared to 2022. In addition, our Operating EBITDA from our operations in France represented 2% and 3% of our consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
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Germany. In 2023, our operating earnings before other expenses, net, from our operations in Germany decreased 60%, in Euro terms and 58% in Dollar terms, as compared to 2022. Our operating earnings before other expenses, net from our operations in Germany represented less than 1% and 1% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. The decrease resulted primarily from our cost of sales increase, mainly in energy, raw material and freight costs and lower revenues.
In 2023, our Operating EBITDA from our operations in Germany decreased 11%, in Euros terms, and 8%, in Dollar terms, compared to 2022. In addition, our Operating EBITDA from our operations in Germany represented 1% and 2% of our consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
Poland. In 2023, our operating earnings before other expenses, net, from our operations in Poland increased 10% in Euro terms and 14%, in Dollar terms, as compared to 2022. Our operating earnings before other expenses, net from our operations in Poland represented 2% and 3% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. The increase resulted primarily from higher revenues due to higher prices in all of our business, partially offset by higher sale costs, especially energy and raw material.
Moreover, in 2023 our Operating EBITDA from our operations in Poland increased 9%, in Euros terms, and 13%, in Dollar terms, as compared to 2022. In addition, our Operating EBITDA from our operations in Poland represented 2% and 3% of our total consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
Spain. In 2023, our operating earnings before other expenses, net, from our operations in Spain increased 279% in Euro terms and 282%, in Dollar terms, as compared to 2022. Our operating earnings before other expenses, net from our operations in Spain represented 2% and (2%) of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. The increase resulted primarily from higher revenues due to price increases.
In 2023, our Operating EBITDA from our operations in Spain increased 850%, in Euros terms, and 1,083%, in Dollar terms, as compared to 2022. In addition, our Operating EBITDA from our operations in Spain represented 2% and less than 1% of our total consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
Israel. In 2023, our operating earnings before other expenses, net, from our operations in Israel decreased 6% in Israeli New Shekel terms and 14%, in Dollar terms, as compared to 2022. Our operating earnings before other expenses, net from our operations in Israel represented 3% and 5% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. The decrease in Israel operating earnings resulted primarily from the increase in raw materials costs, higher maintenance and increase in fuel prices.
In 2023, our Operating EBITDA from our operations in Israel decreased 12%, in Israeli New Shekel terms, and 20%, in Dollar terms, as compared to 2022. In addition, our Operating EBITDA from our operations in Israel represented 3% and 5% of our total consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
Rest of EMEA. Our operating earnings before other expenses, net, from our operations in the Rest of EMEA segment increased 56% in Euro terms and 62%, in Dollar terms, in 2023 compared to 2022. Our operating earnings before other expenses, net from our operations in the Rest of EMEA segment represented 5% and 4% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. This increase relates primarily to an increase in our revenues.
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Moreover, our Operating EBITDA from our operations in the Rest of EMEA segment increased 23%, in Euros terms, and 27%, in Dollar terms, in 2023 compared to 2022. In addition, our Operating EBITDA from our operations in the Rest of EMEA segment represented 5% and 5% of our total consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
SCA&C
Colombia. In 2023, our operating earnings before other expenses, net from our operations in Colombia decreased 2%, in Colombian Peso terms and remained flat, in Dollar terms, as compared to 2022. Our operating earnings before other expenses, net from our operations in Colombia represented 2% and 3% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. The decrease resulted primarily from the increase in our cost of sales, mainly due to higher energy, fuel and raw material costs, partially offset by higher revenues.
Our Operating EBITDA from our operations in Colombia increased 1%, in Colombian Peso terms and 2%, in Dollar terms, in 2023 compared to 2022. In addition, our Operating EBITDA from our operations in Colombia represented 2% and 2% of our total consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
Panama. Our operating earnings before other expenses, net, from our operations in Panama increased 50% in 2023 compared to 2022, in Dollar terms. Our operating earnings before other expenses, net from our operations in Panama represented 1% and 1% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. The increase resulted primarily from higher revenues due to higher prices.
Moreover, in 2023 our Operating EBITDA from our operations in Panama increased 25%, in Dollar terms, compared to 2022. In addition, our Operating EBITDA from our operations in Panama represented 1% and 1% of our total consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
Caribbean TCL. In 2023, our operating earnings before other expenses, net, from our operations in Caribbean TCL increased 1%, in Trinidad and Tobago Dollar terms and 2%, in Dollar terms, compared to 2022. Our operating earnings before other expenses, net from our Caribbean TCL operations represented 3% and 4% of our total operating earnings before other expenses, net for the years ended December 31, 2023 and 2022, respectively, in Dollar terms. The increase resulted primarily from an increase in our revenues.
In 2023, our Operating EBITDA from our operations in Caribbean TCL increased 5%, in Trinidad and Tobago Dollar terms, and 5%, in Dollar terms, compared to 2022. In addition, our Operating EBITDA from our operations in Caribbean TCL represented 2% and 3% of our total consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
Rest of SCA&C. In 2023, our operating earnings before other expenses, net, from our operations in the Rest of SCA&C segment increased 2% compared to 2022, in Dollar terms. Our operating earnings before other expenses, net from our operations in the Rest of SCA&C segment represented 2% and 3% of our total operating earnings before other expenses, net for the year ended December 31, 2023 and 2022, respectively, in Dollar terms. The increase that resulted from higher revenues was partially offset by an increase in our cost of sales.
In 2023, our Operating EBITDA from our operations in the Rest of SCA&C segment increased 2%, in Dollar terms, compared to 2022. In addition, our Operating EBITDA from our operations in the Rest of SCA&C segment represented 2% and 2% of our total consolidated Operating EBITDA for the years ended December 31, 2023 and 2022, respectively, in Dollar terms.
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Other Expenses, Net. Our other expenses, net, decreased significantly, in Dollar terms, from an expense of $488 million in 2022 to an expense of $211 million in 2023. In 2023, we had a reduction of non-cash impairment losses from $442 million in 2022 to $43 million in 2023, including in 2022 impairment losses of goodwill of $365 million, of which $273 million related to our operating segment in the United States and $92 million to our operating segment in Spain. In 2023, we did not recognize any impairment losses of goodwill; nonetheless, we incurred impairment losses of $36 million on fixed assets and $7 million on other intangible assets. The reduction in impairment losses was partially offset by a higher loss in results from the sale of assets and others, net, due to a one- time gain of $48 million recognized in 2022 from the remeasurement at fair value of our previous controlling interest in Neoris at the time of sale. See notes 7, 15.1, 16.1 and 16.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
The most significant items included under this caption for the years ended December 31, 2022 and 2023, are as follows:
| For the Years Ended December 31, |
||||||||
| 2022 | 2023 | |||||||
| (in millions of Dollars) | ||||||||
| Impairment losses |
$ | (422 | ) | $ | (43 | ) | ||
| Results from the sale of assets and others net |
(26 | ) | (166 | ) | ||||
| Restructuring costs |
(20 | ) | (2 | ) | ||||
| $ | (488 | ) | $ | (211 | ) | |||
Financial expenses. Our financial expense increased 7%, from $505 million in 2022 to $539 million in 2023, primarily attributable to an increase in financial expenses related to leases and a higher financial expense from our securitization programs during 2023 compared to 2022. See note 17.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Financial income and other items, net. Our financial income and other items, net, in Dollar terms, decreased 91%, from an income of $172 million in 2022 to an income of $16 million in 2023. The decrease is mainly due to a gain of $99 million in results from financial instruments, net in 2022, which was primarily due to a gain of $104 million recognized from debt tender offers, compared to a loss of $65 million in results from financial instruments, net, in 2023. This decrease was partially compensated by a higher gain in foreign exchange results in 2023 compared to 2022 that was mainly due to the fluctuation of the Mexican Peso against the Dollar. See notes 8.2 and 17.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
The most significant items included under this caption for the years ended December 31, 2022 and 2023 are as follows:
| For the Years Ended December 31, |
||||||||
| 2022 | 2023 | |||||||
| (in millions of Dollars) | ||||||||
| Financial income and other items, net: |
||||||||
| Foreign exchange results |
$ | 96 | $ | 130 | ||||
| Financial income |
25 | 37 | ||||||
| Results from financial instruments, net |
99 | (65 | ) | |||||
| Net interest cost of defined benefit liabilities |
(28 | ) | (44 | ) | ||||
| Effects of amortized cost on assets and liabilities |
(32 | ) | (42 | ) | ||||
| Others |
12 | — | ||||||
| $ | 172 | $ | 16 | |||||
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Income Taxes. Our income tax effect in the statements of income, which is comprised of current income taxes plus deferred income taxes, increased from an expense of $168 million in 2022 to an expense of $1,204 million in 2023. Our current income tax expense increased from $129 million in 2022 to $1,101 million in 2023, including an income tax penalty of $620 million originated in Spain and tax effects on foreign currency gains originated in Mexico (see “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Tax Matters—Spain”). Our deferred income tax expense increased from a deferred income tax expense of $39 million in 2022 to a deferred income tax expense of $103 million in 2023, mainly associated with the amortization of tax losses and the deduction of deferred interest in the United States in 2023. See notes 20.1, 20.2, 20.3, and 20.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
For each of the years ended December 31, 2022 and 2023, our statutory income tax rate in Mexico was 30%. Considering the increase in our income tax expense in 2023 as compared to 2022 as described above, partially offset by the increase in our earnings before income tax from a gain of $570 million in 2022 to earnings before income tax of $1,323 million in 2023, our average effective income tax rate increased from an effective income tax rate of 29.5% in 2022 to an effective income tax rate of 91.0% in 2023. Our average effective tax rate equals the net amount of income tax expense divided by earnings before income taxes, as these line items are reported in our consolidated statement of income. See “Item 3—Key Information—Risk Factors—Risks Relating to Regulatory and Legal Matters—Certain tax matters may have a material adverse effect on our cash flow, financial condition, and net income, as well as on our reputation” and note 20.3 to our 2024 audited consolidated financial statements included elsewhere in this annual report.
Net Income from continuing operations. For the reasons described above, our net income from continuing operations for 2023 decreased from a net income from continuing operations of $402 million in 2022 to a net income from continuing operations of $119 million in 2023. As a percentage of revenues, net income from continuing operations represented 2.7% and 0.7% for the years ended as of December 31, 2022 and 2023, respectively.
Discontinued operations. For the years ended December 31, 2022 and 2023, our discontinued operations included in our consolidated statements of income amounted to a net income from discontinued operations of $483 million and $80 million, respectively. As a percentage of revenues, income of discontinued operations, net of tax, represented 3.3% and 0.5% for the years ended December 31, 2022 and 2023, respectively. See note 4.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Consolidated Net Income. For the reasons described above, including in 2023 the income tax penalty in Spain, our consolidated net income (before deducting the portion allocable to non-controlling interest) for 2023 decreased from a consolidated net income of $885 million in 2022 to a consolidated net income of $199 million in 2023. As a percentage of revenues, consolidated net income represented 6.0% and 1.2% for the years ended as of December 31, 2022 and 2023, respectively.
Non-controlling Interest Net Income. Changes in non-controlling interest net income in any period reflect changes in the percentage of the stock of our subsidiaries held by non-associated third parties as of the end of each month during the relevant period and the consolidated net income attributable to those subsidiaries.
Non-controlling interest net income decreased 37%, from an income of $27 million in 2022 to an income of $17 million in 2023, primarily attributable to a decrease in the net income of the consolidated entities in which others have a non-controlling interest and to the decrease in non-controlling interest due to the repurchase of shares in CLH and CHP. See note 21.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
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Controlling Interest Net Income. Controlling interest net income represents the difference between our consolidated net income and non-controlling interest net income, which is the portion of our consolidated net income attributable to those of our subsidiaries in which non-associated third parties hold interests. For the reasons described above, our controlling interest net income decreased from a controlling interest net income of $858 million in 2022 to a controlling interest net income of $182 million in 2023. As a percentage of revenues, controlling interest net income, represented 5.8% and 1.1% for the years ended as of December 31, 2022 and 2023, respectively.
Liquidity and Capital Resources
Operating Activities
We have satisfied our operating liquidity needs primarily through the operation of our subsidiaries and expect to continue to do so for both the short and long-term. Although cash flow from our operations has historically met our overall liquidity needs for operations, servicing debt and funding capital expenditures and acquisitions, our subsidiaries are exposed to risks from changes in foreign currency exchange rates, price and currency controls, interest rates, inflation, governmental spending, social instability and other political, economic and/or social developments in the countries in which we operate, among other risks, any one of which may materially decrease our net income and cash from operations. Consequently, in order to meet our liquidity needs, we also rely on cost-cutting and operating improvements to optimize capacity utilization and maximize profitability, as well as borrowing under credit facilities, loans, proceeds of debt and equity offerings and proceeds from asset sales, including our account receivables securitizations. Our consolidated cash flows provided by operating activities from continuing operations were $1,877 million in 2022, $3,132 million in 2023 and $3,252 million in 2024. See our statements of cash flows included elsewhere in this annual report. Cemex management is of the opinion that working capital is sufficient for our current requirements.
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Sources and Uses of Cash
Our review of sources and uses of cash below refers to nominal amounts included in our consolidated statements of cash flows for years ended December 31, 2022, 2023 and 2024.
Our primary sources and uses of cash during the years ended December 31, 2022, 2023 and 2024 were as follows:
| Year Ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| (in millions of Dollars) | ||||||||||||
| Operating Activities |
||||||||||||
| Consolidated net income |
$ | 885 | $ | 199 | $ | 960 | ||||||
| Discontinued operations |
483 | 80 | 47 | |||||||||
| Net income from continuing operations |
402 | 119 | 913 | |||||||||
| Adjustments to the cash flow other than changes in working capital |
1,865 | 2,821 | 2,108 | |||||||||
| Changes in working capital, excluding income taxes |
(390 | ) | 192 | 231 | ||||||||
| Cash flows provided by operating activities from continuing operations |
1,877 | 3,132 | 3,252 | |||||||||
| Interest expense and income taxes paid |
(629 | ) | (1,064 | ) | (1,499 | ) | ||||||
| Net cash flows provided by operating activities from continuing operations |
1,248 | 2,068 | 1,753 | |||||||||
| Net cash flows provided by operating activities from discontinued operations |
120 | 154 | 141 | |||||||||
| Net cash flows provided by operating activities after interest and income taxes |
1,368 | 2,222 | 1,894 | |||||||||
| Investing Activities |
||||||||||||
| Investment in property, machinery and equipment, net |
(755 | ) | (865 | ) | (1,000 | ) | ||||||
| Investment in intangible assets, net |
(151 | ) | (207 | ) | (296 | ) | ||||||
| Disposal (acquisition) of subsidiaries and associates, net |
341 | (189 | ) | 1,020 | ||||||||
| Non-current assets and others, net |
(14 | ) | 22 | 35 | ||||||||
| Net cash flows used in investing activities from continuing operations |
(579 | ) | (1,239 | ) | (241 | ) | ||||||
| Net cash flows used in investing activities from discontinued operations |
(61 | ) | (83 | ) | (87 | ) | ||||||
| Net cash flows used in investing activities |
(640 | ) | (1,322 | ) | (328 | ) | ||||||
| Financing Activities |
||||||||||||
| Proceeds from new debt instruments |
2,006 | 2,938 | 5,048 | |||||||||
| Debt repayments |
(2,420 | ) | (3,840 | ) | (5,497 | ) | ||||||
| Issuance of subordinated notes |
— | 992 | — | |||||||||
| Other financial obligations, net |
(197 | ) | (274 | ) | (292 | ) | ||||||
| Own shares repurchase program |
(111 | ) | — | — | ||||||||
| Dividends paid |
— | — | (90 | ) | ||||||||
| Share in trust for future deliveries under share-based compensation |
(36 | ) | (45 | ) | (52 | ) | ||||||
| Changes in non-controlling interests |
(14 | ) | (62 | ) | (2 | ) | ||||||
| Derivative financial instruments |
34 | (189 | ) | (37 | ) | |||||||
| Coupons on subordinated notes |
(51 | ) | (120 | ) | (143 | ) | ||||||
| Non-current liabilities, net |
(172 | ) | (101 | ) | (188 | ) | ||||||
| Net cash flows used in financing activities |
(961 | ) | (701 | ) | (1,253 | ) | ||||||
| Increase (decrease) in cash and cash equivalents from continuing operations |
(292 | ) | 128 | 259 | ||||||||
| Increase in cash and cash equivalents from discontinued operations |
59 | 71 | 54 | |||||||||
| Foreign currency translation effect on cash |
115 | (70 | ) | (73 | ) | |||||||
| Cash and cash equivalents at beginning of period |
613 | 495 | 624 | |||||||||
| Cash and cash equivalents at end of period |
495 | 624 | 864 | |||||||||
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Year ended December 31, 2024
During the year ended December 31, 2024, excluding the negative foreign currency effect of our balances of cash and cash equivalents generated during the period of $73 million, there was an increase in cash and cash equivalents from continuing operations of $259 million. This increase was the result of our net cash flows provided by operating activities from continuing operations, which, after interest expense and income taxes paid in cash of $1,499 million, amounted to $1,753 million, partially offset by our net cash flows used in investing activities from continuing operations of $241 million and our net cash flows used in financing activities of $1,253 million.
For the year ended December 31, 2024, our net cash flows provided by operating activities included cash flows generated in working capital, excluding income taxes, of $231 million. This amount was primarily comprised of cash flows provided by inventories of $196 million, cash flows provided by trade accounts payable of $159 million, and cash flows provided by trade accounts receivables of $56 million. Thus, the aggregate amount of cash flows provided by operating activities amounted to $411 million. Cash flows provided by operating activities were partially offset by cash flows used in other accounts payable and accrued expenses of $135 million, and cash flows used in other accounts receivable and other assets of $45 million for an aggregate amount of cash flows used in operating activities of $180 million.
During the year ended December 31, 2024, our cash flows provided by operating activities from continuing operations before interest expense and income tax paid of $3,252 million increased by 4% or $120 million, compared to 2023. This increase was mainly the result of net income from continuing operations of $794 million and an increase in cash flows generated in working capital, excluding income taxes, of $39 in 2024, compared to 2023, which was due to (i) a positive effect in trade accounts payable of $204 million resulting from strong efforts in financing programs and lower payments, (ii) a positive effect in inventories of $128 million resulting from lower levels of pet coke and coal inventories as well as a decline on material and spare parts balance, and (iii) an increase in trade accounts receivable of $83 million resulting from a decline in sales during the year and higher collections from 2023 projects in Mexico, partially compensated by a decrease in other accounts payable and accrued expenses of $310 million, which resulted from advanced payments from customers in Mexico, and a decrease in other accounts receivable and other assets of $66 million.
Considering the reasons mentioned above, during the year ended December 31, 2024, the increase in cash and cash equivalents was the result of our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash of $1,499 million. During the year ended December 31, 2024, our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash, amounted to $1,753 million and was partially offset by (i) our net cash flows used in investing activities from continuing activities of $241 million, which was primarily comprised of purchase of property, machinery and equipment, net and, investment in intangible assets, for an aggregate amount of $1,296 million, also partially offset by disposal (acquisition) of subsidiaries, net, and non-current assets and others, net, for an aggregate amount of $1,055 million; and (ii) our net cash flows used in financing activities of $1,253 million, which include debt repayments, other financial obligations, net, dividends paid, changes in non-controlling interest, coupons on subordinated notes, shares in trust for future deliveries under share-based compensation, derivative financial instruments and non-current liabilities, net, for an aggregate amount of $6,301 million, partially offset by proceeds from new debt instruments for an amount of $5,048 million.
Year ended December 31, 2023
During the year ended December 31, 2023, excluding the negative foreign currency effect of our balances of cash and cash equivalents generated during the period of $70 million, there was an increase in cash and cash equivalents from continuing operations of $128 million.
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This increase was the result of our net cash flows provided by operating activities from continuing operations, which, after interest expense and income taxes paid in cash of $1,064 million, amounted to $2,068 million, partially offset by our net cash flows used in investing activities from continuing operations of $1,239 million and our net cash flows used in financing activities of $701 million.
For the year ended December 31, 2023, our net cash flows provided by operating activities included cash flows generated in working capital, excluding income taxes, of $192 million. This amount was primarily comprised of cash flows provided from other accounts payable and accrued expenses of $175 million, cash flows provided by inventories of $68 million and cash flows provided by other accounts receivable and other assets of $21 million. Thus, the aggregate amount of cash flows provided by operating activities amounted to $264 million. Cash flows provided by operating activities was partially offset by cash flows used in trade accounts payable of $45 million and cash flows used in trade accounts receivables of $27 million. Thus, the aggregate amount of cash flows resulted in $72 million. During the year ended December 31, 2023, our cash flows provided by operating activities from continuing operations before interest expense and income tax paid of $3,132 million increased by 67% or $1,255 million, compared to 2022. This increase was mainly the result of (i) a decrease in working capital of $582 million in 2023, compared to 2022, which was due to a decrease in inventories of $532 million resulting from lower levels of pet coke and coal inventories, (ii) a decrease in trade accounts receivable of $181 million, which resulted from higher collections, mainly in the United States, Israel and the United Kingdom, (iii) an increase in other accounts payable and accrued expenses of $160 million and (iv) a decrease in other accounts receivable and other assets of $44 million, partially compensated by a decrease in trade accounts payable of $335 million, which resulted from a decrease of spending, and in the United States higher payments along with lower purchases, in addition to higher primary fuels shipments in 2022 compared to 2023.
Considering the reasons mentioned above, during the year ended December 31, 2023, the increase in cash and cash equivalents was the result of our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash of $1,064 million. Our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash, amounted to $2,068 million and was partially offset by (i) our net cash flows used in investing activities from continuing activities of $1,239 million, which was primarily comprised of purchase of property, machinery and equipment, net, investment in intangible assets, and acquisition (disposal) of subsidiaries, net, for an aggregate amount of $1,261 million, also partially offset by non-current assets and others, net, for an amount of $22 million; and (ii) our net cash flows used in financing activities of $701 million, which include debt repayments, other financial obligations, net, changes in non-controlling interest, coupons on subordinated notes, shares in trust for future deliveries under share-based compensation, derivative financial instruments and non-current liabilities, net, for an aggregate amount of $4,631 million, partially offset by proceeds from new debt instruments and issuance of 9.125% Subordinated Notes for an aggregate amount of $3,930 million.
Year ended December 31, 2022
During the year ended December 31, 2022, excluding the positive foreign currency effect of our balances of cash and cash equivalents generated during the period of $115 million, there was a decrease in cash and cash equivalents from continuing operations of $292 million. This decrease was the result of our net cash flows used in financing activities of $961 and our net cash flows used in investing activities from continuing operations of $579 million, partially offset by our net cash flows provided by operating activities from continuing operations, which, after interest expenses and income taxes paid in cash of $629 million, amounted to $1,248.
For the year ended December 31, 2022, our net cash flows provided by operating activities included cash flows applied in working capital, excluding income taxes, of $390 million, which was primarily comprised of cash flows used in trade receivables of $208 million, cash flows used in inventories of $464 million and cash flows used in other accounts receivables and other assets, net of $23 million, for an aggregate amount of cash flows used of $695 million.
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Cash flows used in operating activities were partially offset by cash flows provided by trade payables of $290 million and cash flows provided from other accounts payable and accrued expenses of $15 million for an aggregate amount of cash flows provided by operating activities of $305 million. During the year ended December 31, 2022, our cash flows provided by operating activities from continuing operations before interest expense and income tax paid was $1,877 million. During 2022, increased cash flows used in trade accounts receivables resulted from sales of additional inventories of critical supplies and spare parts that was stocked in higher amounts as a result of supply chain delays in the aftermath of the COVID-19 pandemic.
Considering the reasons mentioned above, during the year ended December 31, 2022, the decrease in cash and cash equivalents was the result of (i) our net cash flows used in financing activities of $961 million, which include debt repayments, other financial obligations, net, changes in non-controlling interest, coupons on subordinated notes, share repurchase program, shares in trust for future deliveries under share-based compensation and non-current liabilities, net, for an aggregate amount of $3,001 million, partially offset by proceeds from new debt instruments and derivative financial instruments for an aggregate amount of $2,040 million; and (ii) our net cash flows used in investing activities from continuing activities of $579 million, which was primarily comprised of purchase of property, machinery and equipment, net, acquisition of intangible assets, and non-current assets and others, net, for an aggregate amount of $920 million partially offset by proceeds from disposal of subsidiaries and assets held for sale, net, for an amount of $341 million, partially offset by our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash of $629 million, amounted to $1,248 million.
As of December 31, 2024, we had the following lines of credit, of which the only committed portions refer to the revolving credit facility under the Amended 2021 Credit Agreement, at annual interest rates ranging between 5.25% and 6.35% depending on the negotiated currency:
| Lines of Credit | Available | |||||||
| (in millions of Dollars) | ||||||||
| Other lines of credit in foreign subsidiaries |
$ | 392 | $ | 250 | ||||
| Other lines of credit from banks |
1,009 | 1,009 | ||||||
| Revolving credit facility(1) |
2,311 | 2,311 | ||||||
| $ | 3,712 | $ | 3,570 | |||||
| (1) | Includes the Amended 2021 Credit Agreement and the 2022 EUR Credit Agreement. |
As of December 31, 2024, we had $2,000 million available in our committed revolving credit tranche under the Amended 2021 Credit Agreement and €300 million available in our committed revolving credit tranche under the 2022 EUR Credit Agreement. In connection with other lines of credit from banks, such uncommitted amounts are subject to the lenders’ availability. We expect that this, in addition to our proven capacity to continually refinance and replace short-term obligations, should generally enable us to meet liquidity needs in the next twelve months.
We have in the past (see “Introduction—Presentation of Financial Information,” “Item 3—Key Information,” “Item 5—Operating and Financial Review and Prospects—Results of Operations—Selected Consolidated Financial Information,” “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Relevant Transactions Related to Our Indebtedness in 2024”) and may from time to time in the future, subject to restrictions under our debt agreements and instruments, and depending upon market conditions and other factors our senior management deems relevant, refinance or repurchase our debt in privately negotiated or open market transactions, by tender offer or otherwise, at prices and on terms we deem appropriate (which may be at, above or below par), using cash generated from our operating activities or from the proceeds of asset sales or debt or capital transactions.
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Capital Expenditures
Our capital expenditures incurred for the years ended December 31, 2023 and 2024 are as follows:
| Actual for the Year Ended December 31, |
||||||||
| 2023 | 2024 | |||||||
| (in millions of Dollars) | ||||||||
| Mexico |
$ | 264 | $ | 315 | ||||
| United States |
521 | 486 | ||||||
| EMEA: |
||||||||
| United Kingdom |
107 | 65 | ||||||
| France |
44 | 52 | ||||||
| Germany |
47 | 36 | ||||||
| Poland |
44 | 38 | ||||||
| Spain |
38 | 41 | ||||||
| Philippines |
85 | — | ||||||
| Israel |
41 | 57 | ||||||
| Rest of EMEA |
75 | 79 | ||||||
| SCA&C: |
||||||||
| Colombia |
76 | 105 | ||||||
| Panama |
13 | 13 | ||||||
| Caribbean TCL |
18 | 50 | ||||||
| Dominican Republic |
16 | — | ||||||
| Rest of SCA&C |
25 | 21 | ||||||
| Others |
3 | 22 | ||||||
| Total consolidated |
1,417 | 1,380 | ||||||
| Of which: |
||||||||
| Expansion capital expenditures |
420 | 365 | ||||||
| Base capital expenditure |
997 | 1,015 | ||||||
For the years ended December 31, 2023 and 2024 we recognized $1,417 million and $1,380 million in capital expenditures from our continuing operations, respectively. As of December 31, 2024, in connection with our significant projects, we had capital expenditure commitments of $1,400 million, an amount that is expected to be incurred during 2025, based on the evolution of the related projects. The capital expenditure plan for 2025 is subject to change based on market and other conditions, and our consolidated results and financial resources.
Our Indebtedness
As of December 31, 2024, our indebtedness as presented in the statement of financial position which does not include $2,000 million aggregate principal amount of Subordinated Notes, amounted to $7,358 million (principal amount $7,388 million, excluding deferred issuance costs) of total debt plus other financial obligations. Of our total debt plus other financial obligations, 15% was current (including current maturities of non-current debt) and 85% was non-current. As of December 31, 2024, 69% of our total debt plus other financial obligations was Dollar-denominated, 14% was Euro-denominated, 2% was Pound Sterling-denominated, 13% was Mexican Peso-denominated, and 2% was denominated in other currencies. See notes 17.1 and 17.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
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On July 19, 2017, Cemex, S.A.B. de C.V. and certain of its subsidiaries entered into a facilities agreement for an amount in different currencies equivalent to $4.1 billion (in aggregate) (the “2017 Facilities Agreement”), the proceeds of which were used to refinance in full the indebtedness incurred under a credit agreement entered into with nine banks in 2014 and other debt repayment obligations, allowing us to increase the then average life of our syndicated bank debt to approximately 4.3 years with a final maturity in July 2022. The indebtedness incurred under the 2017 Facilities Agreement ranked equally in right of payment with certain of our other indebtedness, pursuant to the terms of an intercreditor agreement, dated September 17, 2012, among Cemex, S.A.B. de C.V. and certain of its subsidiaries named therein, Citibank Europe PLC, UK Branch (formerly Citibank International plc), as facility agent, the financial institutions, noteholders and other entities named therein and Wilmington Trust (London) Limited, as security agent (as amended and restated from time to time, the “Intercreditor Agreement”). At the time, Cemex, S.A.B. de C.V. and certain of its subsidiaries pledged collateral and all proceeds thereof to secure our payment obligations under the 2017 Facilities Agreement, our then-senior secured notes and under several other of our financing arrangements (the “Collateral”). The subsidiaries whose shares made up the Collateral collectively own, directly or indirectly, substantially all our operations worldwide. As of December 31, 2024, the Collateral had been released and the Intercreditor Agreement was no longer in effect, as described below.
On April 2, 2019, an amendment and restatement agreement to the 2017 Facilities Agreement was executed to, among other things, (i) extend the July 2020 and January 2021 repayment installments for a significant portion of the term loan tranches by three years; (ii) delay the scheduled tightening of the consolidated financial leverage ratio limit by one year; and (iii) make adjustments for the implementation of IFRS 16 and to compensate for its effects on certain financial ratios (together, the “April 2019 Facilities Agreement Amendments”).
On November 4, 2019, we amended and restated by an amendment and restatement agreement the 2017 Facilities Agreement. These amendments (together, the “November 2019 Facilities Agreement Amendments”) included: amendments providing for an additional basket of up to $500 million that could only be used for buy-backs of shares or securities that represented shares of Cemex, S.A.B. de C.V.; amendments providing for a new allowance for disposals of non-controlling interest in subsidiaries that are not obligors (as defined in the 2017 Facilities Agreement) under the 2017 Facilities Agreement of up to $100 million per calendar year; amendments relating to the implementation of corporate reorganizations in Mexico, Europe and in the Trinidad Cement Group (as defined in the 2017 Facilities Agreement); and amendments to the consolidated leverage ratio and the consolidated coverage ratio (as defined and calculated in the 2017 Facilities Agreement) to increase Cemex’s flexibility.
On May 22, 2020, we amended and restated by an amendment and restatement agreement the 2017 Facilities Agreement. These amendments (together, the “May 2020 Facilities Agreement Amendments”) included: (a) modifications to the limits of the consolidated coverage ratio and the consolidated leverage ratio; (b) modifications to the applicable margin over LIBOR, or EURIBOR in relation to any Euro loan, depending on the consolidated leverage ratio, to accommodate for the increased leverage limits; and (c) certain temporary or circumstance-based limitations on our ability to execute certain capital expenditures, acquisitions, share buybacks and the granting of loans to third parties.
On October 13, 2020, we further amended and restated by an amendment and restatement agreement the 2017 Facilities Agreement. As a result of these amendments (together, the “October 2020 Facilities Agreement Amendments”), we extended $1.1 billion of term loan maturities by three years, from 2022 to 2025, and $1.1 billion of commitments under the revolving credit facility by one year from 2022 to 2023. In addition, on October 15, 2020, we prepaid $530 million corresponding to the July 2021 amortization under the new term loan facilities created pursuant to the October 2020 Facilities Agreement Amendments.
Under the October 2020 Facilities Agreement Amendments, we also redenominated $313 million of previous Dollar exposure under the term loans that were part of the 2017 Facilities Agreement to Mexican Pesos, as well as $82 million to Euros.
CEMEX • 2024 20-F REPORT • 231
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Aside from the new Mexican Pesos tranche that was created under the 2017 Facilities Agreement, which included a lower interest rate margin grid, pricing for all other tranches under the 2017 Facilities Agreement remained unchanged.
Following the October 2020 Facilities Agreement Amendments, certain tranches under the 2017 Facilities Agreement amounting to $3.2 billion incorporated five sustainability-linked metrics, including reduction of net CO2 emissions and use of power from green energy, among other indicators. Annual performance with respect to these five metrics could result in a total adjustment of the interest rate margin under these tranches of up to plus or minus five basis points.
Along with other technical amendments, under the October 2020 Facilities Agreement Amendments, we also tightened our consolidated leverage ratio covenant under the 2017 Facilities Agreement from 7.00:1 to a limit of 6.25:1 for the periods ending on September 30, 2020, December 31, 2020 and March 31, 2021. In addition, on December 17, 2020, commitments were increased by $93 million and $43 million under the new term loan facilities and the new revolving credit facility created pursuant to the October 2020 Facilities Agreement Amendments, respectively. Subsequently, we cancelled commitments in those same amounts under the term loan facilities and the revolving credit facility already existing before the October 2020 Facilities Agreement Amendments. Following the aforementioned increase and cancellation, the amount of commitments under the 2017 Facilities Agreement remained effectively unchanged, but maturity of the aforementioned amounts were effectively extended from 2022 to 2025 (for the term loan facility commitments) and to 2023 (for the revolving credit facility commitments). Additionally, effective December 24, 2020, an additional $14 million of commitments under the revolving facility existing prior to the October 2020 Facilities Agreement Amendments were cancelled.
On October 5, 2021, we further amended by an amendment agreement the 2017 Facilities Agreement. As a result of these amendments (the “October 2021 Facilities Agreement Amendments” and, together with the October 2020 Facilities Agreement Amendments, the April 2019 Facilities Agreement Amendments, the November 2019 Facilities Agreement Amendments and the May 2020 Facilities Agreement Amendments, the “Facilities Agreement Amendments”), the 2017 Facilities Agreement was modified so that when at any time Cemex reported a Consolidated Leverage Ratio (as calculated pursuant to the Facilities Agreement Amendments) of 3.75x or less for two consecutive quarterly periods, the automatic release of the liens on the Collateral would be triggered. The terms of the indentures governing Cemex’s then-senior secured notes, which were also secured by liens on the Collateral, also contain an automatic release of such liens when the Collateral is released under the 2017 Facilities Agreement.
As Cemex reported a Consolidated Leverage Ratio of 3.75x or less for the quarterly periods ending on March 31, 2021 and June 30, 2021, Cemex complied with all requirements for the automatic release of the liens on the Collateral securing its indebtedness under the 2017 Facilities Agreement and, in turn, its then-senior secured notes that benefited from the same Collateral. The Collateral was released on October 6, 2021 and, at the time, consisted of the shares of COM, Cemex España and CIH. The then-senior secured notes that previously benefitted from the Collateral were the 2.750% Euro-denominated Notes due 2024, the March 2026 Euro Notes, the November 2029 Dollar Notes, the June 2027 Dollar Notes (which were redeemed in 2023), the September 2030 Dollar Notes, and the July 2031 Dollar Notes.
Additionally, the aforementioned Collateral release caused the automatic termination of the Intercreditor Agreement governing the rights of certain of Cemex and its subsidiaries’ creditors in accordance with its terms.
Amended 2021 Credit Agreement
On October 29, 2021, Cemex, S.A.B. de C.V. entered into a New York-law credit agreement for up to $3.25 billion to refinance indebtedness (including the 2017 Facilities Agreement) and general corporate purposes (the “Original 2021 Credit Agreement”). Upon closing of the Original 2021 Credit Agreement on November 8, 2021, we fully repaid all outstanding indebtedness under the 2017 Facilities Agreement, which amounted to $1.9 billion in different currencies.
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Following this repayment, the 2017 Facilities Agreement was no longer in effect. The funds used to repay the 2017 Facilities Agreement were sourced from the Original 2021 Credit Agreement, which was closed with 21 financial institutions participating as lenders.
On June 5, 2023 the Original 2021 Credit Agreement was amended to provide for Secured Overnight Financing Rate (“SOFR”) as the replacement benchmark rate for LIBOR, such that future SOFR-based loans will accrue interest as Term SOFR plus (i) a 0.11448%, 0.26161%, or 0.42826% per annum spread for one, three, and six month interest periods, respectively and (ii) a margin between 100 and 175 basis points, depending on Cemex’s Consolidated Leverage Ratio (as defined in the Original 2021 Credit Agreement).
On October 30, 2023, Cemex, S.A.B. de C.V. signed and closed an amendment to the Original 2021 Credit Agreement to reduce the term loans by $500 million and increase the revolving commitments by $250 million under the Original 2021 Credit Agreement, and to extend the maturity of the credit agreement to October 2028. $500 million in term loans were prepaid shortly before the Amended 2021 Credit Agreement became effective.
The main terms and conditions of the Amended 2021 Credit Agreement are summarized as follows:
| • | final maturity in October 2028; |
| • | $1 billion in Term Loans (as defined in the Amended 2021 Credit Agreement), amortizing in five equal semi- annual payments starting in October 2026; |
| • | $2 billion of commitments under a Revolving Facility (as defined in the Amended 2021 Credit Agreement) maturing in October 2028; |
| • | all loans under the Amended 2021 Credit Agreement bear interest at the same rate, including an applicable margin over the benchmark interest rate of between 100 and 175 basis points for SOFR-based loans (as defined in the Amended 2021 Credit Agreement), depending on Cemex’s Consolidated Leverage Ratio (as defined in the Amended 2021 Credit Agreement), with such margin being subject to positive or negative adjustments in an aggregate amount not to exceed five basis points, based on certain sustainability-linked performance metrics from the prior annual period; |
| • | financial covenants consistent with an investment grade capital structure, with a maximum leverage ratio of 3.75x throughout the life of the loan, and a minimum interest coverage ratio of 2.75x; and |
| • | guaranteed by the Refinancing Guarantors. |
The Amended 2021 Credit Agreement is denominated exclusively in Dollars and includes an interest rate margin grid that is about 25 basis points lower on average than that of the previously existing 2017 Facilities Agreement. Furthermore, the Amended 2021 Credit Agreement is issued under the SLFF, which is aligned to the Company’s “Future in Action” climate action program and its ultimate vision of a carbon-neutral economy. The annual performance in respect of the three metrics referenced in the Amended 2021 Credit Agreement, which are aligned with those provided for in the SLFF, may result in an adjustment of the interest rate margin of up to plus or minus five basis points, in line with other sustainability-linked loans from investment grade rated borrowers.
As of December 31, 2024, we reported an aggregate amount of outstanding debt of $1 billion under the Amended 2021 Credit Agreement. As of December 31, 2024, we had $2 billion of availability under the committed revolving credit tranche under the Amended 2021 Credit Agreement.
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Mexican Peso Banorte Agreement
On December 20, 2021, Cemex, S.A.B. de C.V. entered into the Mexican Peso Banorte Agreement for a principal amount of Ps 5,231 million under terms and conditions substantially similar to those of the Original 2021 Credit Agreement.
On December 6, 2023 and December 13, 2023, Cemex, S.A.B. de C.V. signed and closed, respectively, a refinancing of the Mexican Peso Banorte Agreement to extend its maturity to 2028. The Mexican Peso Banorte Agreement now provides for a 5-year amortizing Ps 6,000 million term loan with an interest rate margin dependent on leverage ratio slightly lower than that applicable prior to the refinancing. Other terms and conditions are substantially similar to those of the Amended 2021 Credit Agreement. Cemex, S.A.B. de C.V.’s obligations are guaranteed by the Refinancing Guarantors. The borrowing under the Mexican Peso Banorte Agreement is also issued under the SLFF.
As of December 31, 2024, we reported an aggregate amount of outstanding debt of $288 million under the Mexican Peso Banorte Agreement and we had drawn the entirety of the only term loan thereunder for the then-Mexican Peso equivalent of $255 million.
2022 EUR Credit Agreement
On October 7, 2022, Cemex, S.A.B. de C.V. entered into and closed a New York-law credit agreement for €500 million for general corporate purposes (including to refinance indebtedness) (the “Original 2022 EUR Credit Agreement”). The Original 2022 EUR Credit Agreement consisted of a 3-year non-amortizing term loan facility, and the loans accrued interest at a rate per annum equal to the EURIBOR rate plus a margin ranging from 115 basis points to 190 basis points, depending on our leverage ratio.
On April 11, 2024, Cemex, S.A.B. de C.V. signed and closed an amendment to the Original 2022 EUR Credit Agreement, pursuant to which we prepaid €50 million of the existing term loans, refinanced the remainder of the term loans under the Original 2022 EUR Credit Agreement with a €450 million term loan facility, provided for a new revolving facility of €300 million, extended the maturity of the term loan facility to April 2029 and set the maturity of the new revolving facility to April 2028.
The main terms and conditions of the 2022 EUR Credit Agreement are summarized as follows:
| • | final maturity of (x) the term loan facility in April 2029 and (y) the revolving facility in April 2028; |
| • | €450 million in term loans, amortizing in five equal semi-annual payments starting in April 2027; |
| • | €300 million of commitments under a revolving facility; |
| • | all loans under the 2022 EUR Credit Agreement bear interest at the same rate, including an applicable margin of between 140 and 215 basis points over the benchmark EURIBOR Rate (as defined in the 2022 EUR Credit Agreement), depending on Cemex’s Consolidated Leverage Ratio (as defined in the 2022 EUR Credit Agreement), with such margin being subject to positive or negative adjustments in an aggregate amount not to exceed five basis points, based on certain sustainability-linked performance metrics from the prior annual period; |
| • | financial covenants consistent with an investment grade capital structure, with a maximum leverage ratio of 3.75x throughout the life of the loan, and a minimum interest coverage ratio of 2.75x; and |
| • | guaranteed by the Refinancing Guarantors. |
The 2022 EUR Credit Agreement is denominated exclusively in Euro and includes an interest rate margin grid that is 25 basis points higher than that of the Original 2022 EUR Credit Agreement. Furthermore, the 2022 EUR Credit Agreement is issued under the SLFF.
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The annual performance in respect of the three metrics referenced in the 2022 EUR Credit Agreement, which are aligned with those provided for in the SLFF, may result in an adjustment of the interest rate margin of up to plus or minus five basis points, in line with other sustainability-linked loans from investment grade rated borrowers. As of December 31, 2024, the other terms and conditions of the 2022 EUR Credit Agreement were substantially similar to those of the Amended 2021 Credit Agreement.
If we are unable to comply with our upcoming principal maturities under our indebtedness, or refinance or extend maturities of our indebtedness, our debt could be accelerated. Acceleration of our debt would have a material adverse effect on our financial condition. See “Item 3—Key Information—Risk Factors—Risks Relating to Our Indebtedness and Certain Other Obligations—We have a substantial amount of debt and other financial obligations. If we are unable to secure refinancing on favorable terms or at all, we may not be able to comply with our payment obligations upon their maturity. Our ability to comply with our principal maturities and financial covenants may depend on us implementing certain strategic initiatives, including, but not limited to, making asset sales, and there is no assurance that we will be able to implement any such initiatives or execute such sales, if needed, on terms favorable to us or at all.” Some of our subsidiaries have issued or provided guarantees of certain of our indebtedness, as indicated in the table below.
| The Notes, excluding the CEBURES |
Amended 2021 Credit Agreement |
2022 EUR Credit Agreement |
Mexican Peso Banorte Agreement |
CEBURES | ||||||||||||||||
| $2,983 million (principal amount $2,992 million) |
$983 million (principal amount $1,000 million) |
$461 million (principal amount $466 million) |
$287 million (principal amount $288 million) |
$555 million (principal amount $552 million) |
||||||||||||||||
| Amount Outstanding as of December 31, 2024(1) |
||||||||||||||||||||
| Cemex, S.A.B. de C.V. |
✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
| Cemex Operaciones México, S.A. de C.V. |
✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
| Cemex Concretos, S.A. de C.V. |
✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
| Cemex Corp. |
✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
| Cemex Innovation Holding Ltd. |
✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
| (1) | Includes Notes that have been repurchased and are held by Cemex. |
In addition, as of December 31, 2024, (i) Cemex Materials LLC was a borrower of $150 million (principal amount $150 million) under an indenture which is guaranteed by Cemex Corp. and (ii) several of our other operating subsidiaries were borrowers under debt facilities or debt arrangements aggregating $110 million.
Most of our current outstanding indebtedness was incurred to finance our acquisitions and to finance our capital expenditure programs. Historically, we have addressed our liquidity needs (including funds required to make scheduled principal and interest payments, refinance debt, and fund working capital and planned capital expenditures) with operating cash flow, securitizations, borrowings under credit facilities, proceeds of debt and equity offerings and proceeds from asset sales.
If (i) monetary policies to reduce inflation fail or induce a recession, (ii) policies in the largest economies diverge, resulting in Dollar appreciation with negative cross-border effects, (iii) energy and food price shocks cause inflation to persist for longer and weigh on investment and productivity growth, raising additional roadblocks in the recovery path, (iv) a global tightening of financial conditions triggers widespread emerging market debt distress, (v) a resurgence of the COVID-19 pandemic, or any related COVID-19 strain, or new pandemic or epidemic, hinders growth, further impacting financial institutions extending maturities to companies that have our credit rating or that are leveraged similarly to us, which become more restrictive and our operating results worsen significantly, (vi) we are unable to complete debt or equity offerings, (vii) we are unable to consummate asset sales, (viii) the rapid growth of cryptocurrencies without clear regulation leads to financial instability with negative effects for the global economy, or (ix) the proceeds of any divestitures and/or our cash flow or capital resources prove inadequate, among other events, we could face liquidity problems and may not be able to comply with our upcoming principal payments under our indebtedness or refinance our indebtedness.
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If we are unable to comply with our upcoming principal maturities under our indebtedness, or refinance or extend maturities of our indebtedness, our debt could be accelerated. Acceleration of our debt would have a material adverse effect on our business and financial condition.
Historically, we and our subsidiaries have sought and obtained waivers and amendments to several of our debt instruments relating to a number of financial ratios or other terms and conditions. Our ability to comply with these ratios or other terms and conditions may be affected by current global economic conditions and volatility in foreign exchange rates and the financial and capital markets, including the effects of the COVID-19 or other pandemic and geopolitical risks, such as the conflict between Russia and Ukraine and ongoing conflicts in the Middle East, on the financial sector and the ability of our lenders to grant waivers or amendments to companies that have our credit rating or that are highly leveraged like us. We may need to seek waivers or amendments in the future. However, we cannot assure you that any future waivers or amendments, if requested, will be obtained. If we or our subsidiaries are unable to comply with the provisions of our debt instruments and are unable to obtain 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 our financial condition.
Relevant Transactions Related to Our Indebtedness in 2024
The following is a description of our most important transactions related to our indebtedness in 2024:
| • | On February 20, 2024, we closed the reopening and placement of the CEBURES, pursuant to which Cemex, S.A.B. de C.V. issued Ps 2 billion of the Long Term Notes 1 and Ps 3.5 billion of the Long Term Notes 2. The CEBURES issued pursuant to this reopening and placement have terms and conditions identical to those of the CEBURES of their corresponding series issued on October 5, 2023, with the exception of the issue date and the placement price. |
| • | On April 11, 2024, Cemex, S.A.B. de C.V. successfully refinanced the 2022 EUR Credit Agreement. |
For a description of the Credit Agreements and the Notes, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Indebtedness.”
Our Other Financial Obligations
Other financial obligations in the consolidated statement of financial position as of December 31, 2023 and 2024 are detailed as follows:
| 2023 | 2024 | |||||||||||||||||||||||
| Current | Non-current | Total | Current | Non-current | Total | |||||||||||||||||||
| (in millions of dollars) | ||||||||||||||||||||||||
| Leases |
$ | 272 | $ | 986 | $ | 1,258 | $ | 269 | $ | 902 | $ | 1,171 | ||||||||||||
| Liabilities secured with accounts receivable |
678 | — | 678 | 658 | — | 658 | ||||||||||||||||||
| $ | 950 | $ | 986 | $ | 1,936 | $ | 927 | $ | 902 | $ | 1,829 | |||||||||||||
Leases
We have several operating and administrative assets under lease contracts. We apply the recognition exemption for short-term leases and leases of low-value assets. See notes 15.2 and 17.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
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Changes in the balance of lease financial liabilities during the years ended December 31, 2022, 2023 and 2024 were as follows:
| (in millions of dollars) |
2022 | 2023 | 2024 | |||||||||
| Lease financial liability at beginning of year |
$ | 1,176 | $ | 1,176 | $ | 1,258 | ||||||
| Additions from new leases |
296 | 341 | 290 | |||||||||
| Reductions from payments |
(276) | (256) | (296) | |||||||||
| Cancellations and liability remeasurements |
7 | (24) | (47) | |||||||||
| Foreign currency translation and accretion effects |
(27) | 21 | (34) | |||||||||
| Lease financial liability at end of year |
1,176 | 1,258 | 1,171 | |||||||||
As of December 31, 2024, the maturities of non-current lease financial liabilities are as follows:
| (in millions of dollars) |
Total | |||
| 2026 |
$ | 203 | ||
| 2027 |
149 | |||
| 2028 |
124 | |||
| 2029 |
85 | |||
| 2030 and thereafter |
341 | |||
| 902 | ||||
Total cash outflows for the years ended December 31, 2022, 2023, and 2024 for leases including the interest expense portion as disclosed in note 8.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report in 2022, 2023 and 2024 were $342 million, $331 million and $371 million, respectively.
Our Receivables Financing Arrangements
Our subsidiaries in Mexico, the United States, France and the United Kingdom are parties to sales of trade accounts receivable programs with financial institutions, referred to as securitization programs. As of December 31, 2023 and 2024, trade accounts receivable included receivables of $848 million and $755 million, respectively. Under these programs, our subsidiaries effectively do not surrender full control or the majority of risks and rewards associated with the trade accounts receivable sold. Therefore, the trade accounts receivable sold were not derecognized from the statement of financial position, and the funded amounts were recognized within the line item “Other financial obligations” and the difference in each year against the trade receivables sold was maintained as reserves. Trade accounts receivable qualifying for sale exclude amounts over a certain number of days past due or concentrations over certain limits to any customer, according to the terms of the programs. The portion of the accounts receivable sold maintained as reserves amounted to $170 million and $97 million as of December 31, 2023 and 2024, respectively. Therefore, the funded amount to us was $678 million and $658 million as of December 31, 2023 and 2024, respectively. The discount granted to the acquirers of the trade accounts receivable is recorded as financial expense and amounted to $24 million in 2022, $52 million in 2023 and $52 million in 2024. Our securitization programs are usually negotiated for periods of one to two years and are usually renewed at their maturity. See notes 10 and 17.2 to our 2024 audited consolidated financial statements included elsewhere in this annual report.
Additionally, as of December 31, 2024, there are trade accounts receivable sold under factoring programs that qualify for derecognition for $54 million, and the balance was derecognized from the statement of financial position considering that we effectively do surrender full control and the majority of risks and rewards associated with the trade accounts receivable sold.
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Subordinated Notes
On June 8, 2021, we issued $1.0 billion aggregate principal amount of the 5.125% Subordinated Notes with no fixed maturity and subordinated to all senior obligations, and senior only to equity, in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. After issuance costs, we received $994 million. The net proceeds obtained were used to repurchase in full the balance then outstanding of perpetual debentures issued by subsidiaries and the repayment of debt.
On March 14, 2023, we issued $1.0 billion aggregate principal amount of the 9.125% Subordinated Notes with no fixed maturity and subordinated to all senior obligations, and senior only to equity, in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. After issuance costs, we received $992 million. The 9.125% Subordinated Notes are aligned with the GFF and the net proceeds obtained in the issuance should be applied to finance or refinance, in whole or in part, one or more new or existing Eligible Green Projects (“EGPs”) under its use-of-proceeds GFF. EGPs include those related to pollution prevention and control, renewable energy, energy efficiency, clean transportation, sustainable water and wastewater management, and eco- efficient and/or circular economy adapted products, production technologies and processes.
Based on the above characteristics of the Subordinated Notes, included in contractual terms that are considered to be substantive, and legal considerations, under IAS 32, we concluded that the Subordinated Notes do not meet the definition of financial liability under IAS 32, and consequently are classified within controlling interest stockholders’ equity, within Other equity reserves. The classification as equity of the Subordinated Notes can be summarized as follows:
The Subordinated Notes do not meet the definition of financial liability under IAS 32 considering that they include no contractual obligation: (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer due to the following reasons:
| • | The noteholders have agreed to the deferral of interest and principal, given that, Cemex, S.A.B. de C.V. has the unilateral and unconditional right to perpetually defer the payment of principal and interest; |
| • | Except in the event of liquidation and provided all senior obligations are previously satisfied, Cemex, S.A.B. de C.V. controls any payments to be made to the noteholders, including in the event of bankruptcy reorganization under either the laws of Mexico (Ley de Concursos Mercantiles) or U.S. bankruptcy laws (Chapter 11); and |
| • | The Subordinated Notes contractually evidence a residual interest in the assets of Cemex, S.A.B. de C.V. after deducting all of its liabilities. Provided all senior obligations are previously satisfied, the only requirement to settle the Subordinated Notes would be in liquidation, which is akin to an equity instrument under IAS 32. |
See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations.
Coupon payments on the Subordinated Notes for the years ended December 31, 2022, 2023 and 2024 were included within “Other equity reserves” and amounted to $54 million, $120 million and $143 million, respectively.
Stock Repurchase Program
Under Mexican law, Cemex, S.A.B. de C.V.’s shareholders are the only ones authorized to approve the maximum amount of resources that can be allocated to the stock repurchase program at any ordinary general shareholders’ meeting. Unless otherwise instructed by Cemex, S.A.B. de C.V.’s shareholders, we are not required to purchase any minimum number of shares pursuant to any such program.
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In connection with Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meetings held on March 24, 2022, March 23, 2023 and March 22, 2024 proposals were approved to set the amount of $500 million or its equivalent in Mexican Pesos, each year and until the next ordinary general shareholders’ meeting, respectively, as the maximum amount of resources that Cemex, S.A.B. de C.V. can use to repurchase its own shares or securities that represent such shares. Cemex, S.A.B. de C.V.’s Board of Directors approved the policy and procedures for the operation of any stock repurchase program, and is authorized to determine the basis on which the repurchase and placement of such shares is made, appoint the persons who will be authorized to make the decision of repurchasing or replacing such shares and appoint the persons responsible to make the transaction and furnish the corresponding notices to authorities. The Board of Directors of Cemex, S.A.B. de C.V. and/or attorneys-in-fact or delegates designated in turn, or the persons responsible for such transactions, will determine, in each case, if the repurchase is made with a charge to stockholders’ equity as long as the shares belong to Cemex, S.A.B. de C.V. or with a charge to share capital if it is resolved to convert the shares into non-subscribed shares to be held in treasury. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings.” We remain subject to certain restrictions regarding the repurchase of shares of our capital stock under the Credit Agreements and the indentures governing the outstanding Notes.
During the year ended December 31, 2022, under the repurchase programs authorized at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meeting held on March 25, 2021 and March 24, 2022, Cemex, S.A.B. de C.V. repurchased 220.6 million CPOs, at a weighted average price in Mexican Pesos equivalent to $0.5026 per CPO, which was equivalent to an amount of $110.9 million. The 662 million shares underlying CPOs repurchased during the year ended December 31, 2022 under such repurchase programs were proposed and subsequently approved for cancellation at Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meeting held on March 23, 2023.
During the year ended December 31, 2023, we did not use the repurchase programs authorized at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meetings held on March 24, 2022 and March 23, 2023. As a result, given that no repurchases of CPOs took place during the year ended December 31, 2023, Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meeting held on March 22, 2024 did not include on its agenda the cancellation of shares repurchased by Cemex, S.A.B. de C.V. Similarly, in 2024, we did not utilize the repurchase programs authorized at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meetings held on March 23, 2023 and March 22, 2024. Consequently, the agenda for Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meeting held on March 25, 2025 did not include the cancellation of shares repurchased by Cemex, S.A.B. de C.V.
Research and Development, Patents, and Licenses, etc.
Headed by Cemex Global R&D, Research and Development is increasingly assuming a key role as it is recognized as an important element in creating value for our products, which is important to Cemex’s comprehensive pricing strategy for Cemex’s products. Through the development of innovative technologies, services, and commercial models, Cemex is leveraging its know-how-based assets to create an important differentiation in its offerings to customers in a broad range of markets with unique challenges. We focus on creating tangible value for our customers by creating products designed to make their business more profitable, but more importantly, as leaders in the industry, Cemex intends to elevate and accelerate the industry’s evolution in order to achieve greater sustainability, increase engagement in social responsibility and provoke an important leap in its technological advancement.
Cemex’s R&D initiatives are globally led, coordinated and managed by Cemex Global R&D, mainly based in Switzerland, which encompasses the areas of Global R&D, Intellectual Property Management, Cement Production Technology, Sustainability, Business Process & IT, Innovation, and Commercial & Logistics. We also have other laboratories and research locations in other parts of the world.
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Cemex’s interaction and engagement with customers is growing and evolving through the exploration of novel interaction methodologies. Cemex’s R&D continues to develop and evolve in the area of customer centricity, but with complementary emphases on digitalization, development of digital-based business models, socio-urban dynamics, processes and technologies to mitigate CO2, and evaluating, adopting and proposing methodologies to engage specific types of customers who are the key decision makers in the very early stages of a construction project. Such methodologies are defining innovative approaches to involve and expose existing, potential, and future customers (e.g., Engineering & Architectural students) to our value-added products (e.g. Resilia, Insularis, Promptis, Hidratium, Pervia, Evolution, Neogem, D.fab) and constructions solutions. In other words, we aspire to create a unique customer experience in which the customer can see, touch, interact and even stimulate the modification of our technologies.
The areas of Global R&D, Cement Production Technology and Cemex Ventures are responsible for, among others, developing new products for our cement, ready-mix concrete, aggregate and admixture businesses as well as introduce novel and/or improved processing and manufacturing technology for all of Cemex’s core businesses. These areas also address energy efficiency of buildings, comfort, novel and more efficient construction systems. Additionally, the Global R&D and Sustainability areas collaborate to develop and propose construction solutions through consulting and the integration of the aforementioned technologies.
The Cement Production Technology and Sustainability areas are dedicated to, among others, operational efficiencies leading to cost reductions and enhancing our CO2 footprint and overall environmental impact through the usage of alternative or biomass fuels, the use of supplementary materials in substitution of clinker, as well as by managing our CO2 footprint, mitigating it and processing it in the context of a circular economy. For example, we have developed processes and products that allow us to reduce heat consumption in our kilns, which in turn reduces energy costs. Special emphasis is placed on defining parameters by which we communicate our efforts to preserve resources for the future, reduce our CO2 footprint and become more resilient with respect to our energy-related needs and potential supply constraints.
With respect to energy, the R&D team is focusing on energy storage, which represents the largest and most near- term opportunity to accelerate renewable energy deployments and bring us closer to replacing fossil fuels as the primary resource to meet the world’s continual growth in energy demand. Global products/brands have been conceptualized and engineered to positively impact the jobsite safety, promote efficient construction practices, sensibly preserve natural resources vital to life, lower carbon footprint, and improve the quality of life in rapidly transforming cities.
Underlying Cemex’s R&D philosophy is a growing culture of global collaboration and coordination, where the innovation team identifies and promotes novel collaboration practices and mobilizes its adoption within Cemex. Getting closer and understanding our customers is a fundamental transformation within Cemex, and consequently the Commercial & Logistics area is carrying out research initiatives to better attend the needs of customers as well as identify key changes in our supply chain management that should enable us to bring products, solutions and services to our customers in the most cost-effective and efficient manner, using what we believe to be the best available technologies to design a new standard in digital commercial models. As of December 31, 2024, Cemex Global R&D actively participates in several research projects (ABSALT, LEILAC 2, DRIVE, FASTCARB, ECOCO2, CLYNGAS, REDOL, DESTINY, and BIOFLEXGEN), funded by the EU under the H2020, CETP, ACT3 and Innovation Fund programs, to develop new technologies aimed at reducing Cemex’s carbon footprint in Europe and other countries in which Cemex operates.
There are 11 laboratories supporting Cemex’s R&D efforts under a collaborative network. The laboratories are strategically located in close proximity to our plants and assist the operating subsidiaries with troubleshooting, optimization techniques and quality assurance methods. The laboratories located in Switzerland and Mexico are continually improving and consolidating our research and development efforts in the areas of cement, concrete, aggregates, admixtures, mortar and asphalt technology, sustainability, and energy management.
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In addition, Cemex Global R&D actively generates and registers patents and pending applications in many of the countries in which Cemex operates. Patents and trade secrets are managed strategically to achieve important technology lock-ins associated with Cemex technology.
Our information technology divisions develop information management systems and software relating to cement and ready-mix concrete operational practices, automation, and maintenance. These systems have helped us to better serve our clients with respect to purchasing, delivery, and payment. More importantly, thanks to the activities of the Business Process and IT departments, Cemex is continuously improving and innovating its business processes to adapt them to the dynamically evolving markets to better serve Cemex’s needs. The launch of Cemex Go and its deployment throughout our operations is a testament to our commitment to evolve our digital commercial model to better serve the market and our customers.
R&D activities comprise part of the daily routine of the aforementioned departments and divisions. Therefore, the costs associated with such activities are expensed as incurred. In 2022, 2023 and 2024, total combined expenses of these departments recognized within administrative expenses were $42 million, $55 million and $59 million, respectively. We capitalize the costs incurred in the development of software for internal use which are amortized in operating results over the estimated useful life of the software, which is approximately five years. Capitalized direct costs incurred in the development stage of internal-use software, such as professional fees, direct labor and related travel expenses amounted to $136 million in 2022, $148 million in 2023 and $188 million in 2024. See notes 6 and 16.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Summary of Material Contractual Obligations and Commercial Commitments
Amended 2021 Credit Agreement
On October 29, 2021, Cemex, S.A.B. de C.V. entered into the Original 2021 Credit Agreement for up to $3.25 billion to refinance indebtedness (including the 2017 Facilities Agreement) and general corporate purposes, which closed on November 8, 2021. On June 5, 2023, the Original 2021 Credit Agreement was amended to provide for SOFR as the replacement benchmark rate for LIBOR. On October 30, 2023, the Original 2021 Credit Agreement was further amended to refinance a portion of the Term Loans (as defined in the Original 2021 Credit Agreement) and Revolving Commitments (as defined in the Original 2021 Credit Agreement), and to extend the maturity of the credit agreement to October 2028. The Amended 2021 Credit Agreement consists of a $1 billion 5-year term loan facility amortizing in five equal semiannual payments starting in October 2026 and a $2 billion 5-year committed revolving credit facility. The Amended 2021 Credit Agreement has financial covenants consistent with an investment grade capital structure, with a maximum leverage ratio of 3.75x throughout the life of the facility, and a minimum interest coverage ratio of 2.75x. The Amended 2021 Credit Agreement is denominated exclusively in Dollars and includes an interest rate margin grid that is about 25 basis points lower on average than that of the 2017 Facilities Agreement. Furthermore, the Amended 2021 Credit Agreement is the first debt to be issued under our latest updated SLFF, which is aligned to Cemex’s “Future in Action” climate action program and its ultimate vision of a carbon-neutral economy.
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The annual performance in respect of the three metrics referenced in the Amended 2021 Credit Agreement, which are aligned with those provided for in the SLFF, may result in an adjustment of the interest rate margin of up to plus or minus five basis points, in line with other sustainability-linked loans from investment grade rated borrowers. Cemex, S.A.B. de C.V.’s obligations under the Amended 2021 Credit Agreement are guaranteed by the Refinancing Guarantors.
As of December 31, 2024, we reported an aggregate principal amount of outstanding debt of $1,000 million under the Amended 2021 Credit Agreement. As of December 31, 2024, the Term Loans under the Amended 2021 Credit Agreement had an amortization profile of $200 million in semi-annual principal payments (as such payments may be reduced as a result of prepayments) commencing in October 2026, plus any applicable interest, in accordance with the Amended 2021 Credit Agreement. For a discussion of restrictions and covenants under the 2023 Credit Agreement, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Indebtedness.”
Mexican Peso Banorte Agreement
On December 20, 2021, Cemex, S.A.B. de C.V. entered into the Mexican Peso Banorte Agreement for a principal amount of Ps 5,231 million under terms and conditions substantially similar to those of the Original 2021 Credit Agreement. On December 6, 2023 we signed, and on December 13, 2023 we successfully closed, the refinancing of the Mexican Peso Banorte Agreement, extending the maturity to 2028. Following the refinancing, the credit facility consists of an Ps 6.0 billion 5-year amortizing term loan, which represents an increase of Ps 769 million from the original amount of the loan. The term loan, denominated in Mexican Pesos, has an interest rate margin dependent on leverage ratio slightly lower than that applicable prior to the refinancing. Other terms and conditions are substantially similar to those of the Amended 2021 Credit Agreement. Cemex, S.A.B. de C.V.’s obligations are guaranteed by the Refinancing Guarantors. The borrowing under the Mexican Peso Banorte Agreement is also issued under the SLFF.
As of December 31, 2024, we had drawn the entirety of the only term loan thereunder for the then-Mexican Peso equivalent of $288 million.
For a discussion of restrictions and covenants under the Mexican Peso Banorte Agreement, see “Item 3—Key Information—Risk Factors—Risks Relating to Our Indebtedness and Certain Other Obligations—The Credit Agreements, the indentures governing our outstanding Notes, and our other debt agreements and/or instruments contain several restrictions and covenants. Our failure to comply with such restrictions and covenants or any inability to capitalize on business opportunities or refinance our debt resulting from them could have a material adverse effect on our business and financial conditions.”
2022 EUR Credit Agreement
On October 7, 2022, Cemex, S.A.B. de C.V. entered into and closed the Original 2022 EUR Credit Agreement for €500 million for general corporate purposes (including to refinance indebtedness). On April 11, 2024, the Original 2022 EUR Credit Agreement was amended to prepay a portion of the outstanding term loans thereunder, refinance the remainder of such term loans, provide new revolving commitments (with a final maturity of April 2028), and to extend the final maturity of the term loans under the amended credit agreement to April 2029. The 2022 EUR Credit Agreement consists of a €450 million 5-year term loan facility amortizing in five equal-semi annual payments starting in April 2027 and a €300 million 4-year committed revolving credit facility. The 2022 EUR Credit Agreement has financial covenants consistent with an investment grade capital structure, with a maximum leverage ratio of 3.75x throughout the life of the facility, and a minimum interest coverage ratio of 2.75x. The 2022 EUR Credit Agreement is denominated exclusively in Euros and includes an interest rate margin grid that is 25 basis points higher than that of the Original 2022 EUR Credit Agreement.
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Furthermore, the 2022 EUR Credit Agreement is issued under the SLFF. The annual performance in respect of the three metrics referenced in the 2022 EUR Credit Agreement, which are aligned with those provided for in the SLFF, may result in an adjustment of the interest rate margin of up to plus or minus five basis points, in line with other sustainability-linked loans from investment grade rated borrowers. Cemex, S.A.B. de C.V.’s obligations under the 2022 EUR Credit Agreement are guaranteed by the Refinancing Guarantors. As of December 31, 2024 we had drawn the entirety of the term loan under the 2022 EUR Credit Agreement for €450 million and had full availability under the revolving facility for the 2022 EUR Credit Agreement.
As of December 31, 2024, we reported an aggregate amount of outstanding debt of $466 million under the 2022 EUR Credit Agreement. For a discussion of restrictions and covenants under the 2022 EUR Credit Agreement, see “Item 3—Key Information—Risk Factors—Risks Relating to Our Indebtedness and Certain Other Obligations—The Credit Agreements,” the indentures governing our outstanding Notes, and our other debt agreements and/or instruments contain several restrictions and covenants. Our failure to comply with such restrictions and covenants or any inability to capitalize on business opportunities or refinance our debt resulting from them could have a material adverse effect on our business and financial conditions.”
Notes
The indentures governing our outstanding Notes impose operating and financial restrictions on us. These restrictions limit our ability, among other things, to: (i) incur debt, including restrictions on incurring debt at our subsidiaries, which are not parties to the indentures governing the Notes; (ii) pay dividends on stock; (iii) redeem stock or redeem subordinated debt; (iv) make investments; (v) guarantee indebtedness; and (vi) create or assume liens.
March 2026 Euro Notes. On March 19, 2019, Cemex, S.A.B. de C.V. issued €400 million aggregate principal amount of its March 2026 Euro Notes in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The Refinancing Guarantors fully and unconditionally guarantee the performance of all obligations of Cemex, S.A.B. de C.V. under the March 2026 Euro Notes.
November 2029 Dollar Notes. On November 19, 2019, Cemex, S.A.B. de C.V. issued $1.0 billion aggregate principal amount of its November 2029 Dollar Notes in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The Refinancing Guarantors fully and unconditionally guarantee the performance of all obligations of Cemex, S.A.B. de C.V. under the November 2029 Dollar Notes.
September 2030 Dollar Notes. On September 17, 2020, Cemex, S.A.B. de C.V. issued $1.0 billion aggregate principal amount of its September 2030 Dollar Notes in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The Refinancing Guarantors fully and unconditionally guarantee the performance of all of our obligations under the September 2030 Dollar Notes.
July 2031 Dollar Notes. On January 12, 2021, Cemex, S.A.B. de C.V. issued $1.75 billion aggregate principal amount of its July 2031 Dollar Notes in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The Refinancing Guarantors fully and unconditionally guarantee the performance of all of our obligations under the July 2031 Dollar Notes.
During any period of time that the March 2026 Euro Notes, November 2029 Dollar Notes, September 2030 Dollar Notes, or the July 2031 Dollar Notes, respectively, have investment grade ratings from two rating agencies, Cemex, S.A.B. de C.V. and certain subsidiaries shall no longer be subject to certain covenants under the indentures governing the March 2026 Euro Notes, November 2029 Dollar Notes, September 2030 Dollar Notes, or the July 2031 Dollar Notes, as applicable.
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On November 8, 2021, concurrently with funding under the Original 2021 Credit Agreement and in accordance with indentures that governed our then outstanding senior secured notes, Cemex entered into supplemental indentures to add COM and CIH as new guarantors to each of the Notes. Cemex Corp. and Cemex Concretos were already guarantors of the Notes. Also, concurrently with funding under the Original 2021 Credit Agreement and the full repayment of the 2017 Facilities Agreement, the provisions contained in the indentures governing the Notes that provide that any guarantor of the Notes shall be released of its guarantee obligations upon a refinancing of the 2017 Facilities Agreement with debt not guaranteed by the guarantor were triggered. As a result, both the Credit Agreements and the Notes are now guaranteed exclusively by the Refinancing Guarantors. The original note guarantors that are no longer guaranteeing the Notes are Cemex España, Cemex Asia B.V., Cemex Finance LLC, Cemex Africa & Middle East Investments B.V., Cemex France Gestion (S.A.S.), Cemex Research Group AG and Cemex UK.
CEBURES – Long-Term Notes 1. On October 5, 2023, Cemex, S.A.B. de C.V. issued Ps 1,000 million aggregate principal amount of its long-term notes (certificados bursátiles de largo plazo) with a 3-year tenor at a floating annual interest rate of TIIE 28 plus 0.45%, which are registered in Mexico. The Refinancing Guarantors fully and unconditionally guarantee the performance of all of our obligations under the Long-Term Notes 1. The Long-Term Notes 1 were issued under the SLFF and performance in respect of specific sustainability performance targets (the “SPTs”) referenced in the Long-Term Notes 1 may result in an adjustment to the financial conditions of the Long-Term Notes 1. The relevant SPT under the Long-Term Notes 1 consists of a reduction of Scope 1 and Scope 2 CO2 emissions per ton of cementitious product to 564 kg by the end of 2025. If we do not meet the SPTs by the established dates, the nominal value of the Long-Term Notes 1 would increase by 20 basis points.
CEBURES – Long-Term Notes 2. On October 5, 2023, Cemex, S.A.B. de C.V. issued Ps 5,000 million aggregate principal amount of its long-term notes (certificados bursátiles de largo plazo) with a 7-year tenor at a fixed annual interest rate of 11.48%, which are registered in Mexico. The Refinancing Guarantors fully and unconditionally guarantee the performance of all of our obligations under the Long-Term Notes 2. The Long-Term Notes 2 were issued under the SLFF and performance in respect of specific SPTs referenced in the Long-Term Notes 2 may result in an adjustment to the financial conditions of the Long-Term Notes 2. The relevant SPT under the Long-Term Notes 2 consists of a decrease of 513 kg by the end of 2027. If we do not meet the SPTs by the established dates, the interest rate on the Long-Term Notes 2 would increase by 25 basis points.
On February 20, 2024, we closed the reopening and placement of the CEBURES, pursuant to which Cemex, S.A.B. de C.V. issued Ps 2 billion of the Long Term Notes 1 and Ps 3.5 billion of the Long Term Notes 2. The CEBURES issued pursuant to this reopening and placement have terms and conditions identical to those of the CEBURES of their corresponding series issued on October 5, 2023, with the exception of the issue date and the placement price.
As of December 31, 2024, the aggregate principal amount outstanding under the CEBURES was Ps 11,500 million.
In connection with these issuances, Cemex negotiated interest rate and currency derivative instruments to synthetically change the financial risks profile of these issuances from the Peso to the Dollar.
Subordinated Notes
5.125% Subordinated Notes. On June 8, 2021, Cemex, S.A.B. de C.V. issued $1.0 billion aggregate principal amount of the 5.125% Subordinated Notes with no fixed maturity and subordinated to all senior obligations, and senior only to equity, in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act.
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9.125% Subordinated Notes. On March 14, 2023, Cemex, S.A.B. de C.V. issued $1.0 billion aggregate principal amount of the 9.125% Subordinated Notes with no fixed maturity and subordinated to all senior obligations, and senior only to equity, in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The 9.125% Subordinated Notes were issued under the GFF.
As of the date of this annual report, we are in compliance with our payment obligations under the Credit Agreements, the Notes and the 5.125% Subordinated Notes.
See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations.”
Commercial Commitments
On July 27, 2012, we entered into a Master Professional Services Agreement with IBM (the “IBM 2012 MPSA”). The IBM 2012 MPSA provided the framework for certain ordinary course of business-related services on a global scale, including: information technology, application development and maintenance, finance and accounting services, and human resources administration. The term of the IBM 2012 MPSA expired on August 31, 2022.
On March 31, 2021, we signed an amendment to the IBM 2012 MPSA by which the finance and accounting services were removed from the scope of such agreement and, on the same date, we entered into a new Master Services Agreement with IBM for the provision of finance and accounting services previously provided under the IBM 2012 MPSA (the “IBM 2021 MSA”). On June 30, 2021, we signed an amendment to the IBM 2021 MSA by which advanced cybersecurity services were incorporated into the agreement. On September 30, 2021, we signed another amendment to the IBM 2021 MSA by which the finance and accounting services were modified to incorporate advanced order-to-cash services. The cybersecurity services under the IBM 2021 MSA will end on June 30, 2026 and the finance and accounting services under the IBM 2021 MSA will end on December 31, 2028, unless terminated earlier. In comparison with the IBM 2012 MPSA, the IBM 2021 MSA includes provisions for automation, as well as provisions for increased consumption flexibility and a reassessment of service level requirements. We may terminate the IBM 2021 MSA (or a portion of it) at our discretion and without cause at any time by providing at least six months’ notice to IBM and paying the corresponding termination charges. Other termination rights may be available to us for a termination charge that varies depending on the reason for termination. IBM may terminate the IBM 2021 MSA if we (i) fail to make payments when due or (ii) become bankrupt and do not pay in advance for the services.
On February 8, 2022, we renewed or entered into new agreements with six service providers in the fields of data processing services (back office) in finance, accounting and human resources; as well as IT infrastructure services, support and maintenance of IT applications in the countries in which we operate, for a tenure of five to seven years at an average annual cost of approximately $60 million. The services provided under these agreements replaced the services provided under the IBM 2012 MPSA which expired on August 31, 2022.
In October 2022, we entered into a five-year agreement with Neoris, beginning in 2023, for the acquisition of information technology solutions and services for an annual amount of at least $55 million.
In March 2024, with the intention of hedging a significant portion of our expected deficit of emission carbon allowances (“EUAs”) under the EU ETS, we entered into physically-settled forward purchase commitments for the acquisition of 1.8 million EUAs for our own use in 2029 and 2030 for an aggregate price of $157 million.
As of December 31, 2024, we did not depend on any single one of our suppliers of goods or services to conduct our business.
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Cash Requirements
As of December 31, 2024, we had material cash requirements as set forth in the table below.
| As of December 31, 2024 | ||||||||||||||||||||
| Less than 1 year |
1-3 years | 3-5 years | More than 5 years |
Total | ||||||||||||||||
| (in millions of Dollars) | ||||||||||||||||||||
| Non-current debt |
189 | 1,551 | 1,552 | 2,267 | 5,559 | |||||||||||||||
| Leases(1) |
320 | 398 | 255 | 542 | 1,515 | |||||||||||||||
| Total debt and other financial obligations(2) |
509 | 1,949 | 1,807 | 2,809 | 7,074 | |||||||||||||||
| Interest payments on debt(3) |
262 | 510 | 359 | 387 | 1,518 | |||||||||||||||
| Pension plans and other benefits(4) |
156 | 268 | 266 | 670 | 1,360 | |||||||||||||||
| Acquisition of property, plant and equipment |
293 | 174 | 2 | — | 469 | |||||||||||||||
| Purchases of services, raw material, fuel and energy(5) |
506 | 793 | 406 | 513 | 2,218 | |||||||||||||||
| Total cash requirements |
1,726 | 3,694 | 2,840 | 4,379 | 12,639 | |||||||||||||||
| (1) | Represent nominal cash flows. As of December 31, 2024, the net present value of future payments under such lease contracts was $1,171 million, of which, $352 million refers to payments from one to three years and $209 million refer to payments from three to five years. See note 24.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. |
| (2) | The schedule of debt payments, which includes current maturities, does not consider the effect of any refinancing of debt that may occur during the following years. In the past, we have replaced our non-current obligations for others of a similar nature. |
| (3) | Estimated cash flows on floating rate denominated debt were determined using the floating interest rates in effect as of December 31, 2024. |
| (4) | Represents estimated annual payments under these benefits for the next 10 years (see note 19 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report), including the estimate of new retirees during such future years. |
| (5) | Future payments for the purchase of raw materials are presented on the basis of contractual nominal cash flows. Future nominal payments for energy were estimated for all contractual commitments on the basis of an aggregate average expected consumption per year using the future prices of energy established in the contracts for each period. Future payments also include our commitments for the purchase of fuel, carbon allowances and other services. |
As of December 31, 2022, 2023 and 2024, in connection with the commitments for the purchase of fuel and energy included in the table above, a description of the most significant contracts is as follows:
On October 24, 2018, we entered into two fixed-for-floating energy financial hedge agreements in Mexico, for a period of 20 years starting in October 1, 2029 with the solar power plants Tuli Energía and Helios Generación.
Pursuant to these agreements, we fixed the megawatt-hour (“MWh”) cost (which increases at a fixed annual rate) over an electric energy volume of 400 thousand MWh per year and the differential between the agreed price and the market price is settled monthly. We consider these agreements to be a hedge for a portion of our aggregate consumption of electric energy in Mexico and recognize the result of the exchange of price differentials described previously in the statement of operations as a part of the costs of energy. During the year ended December 31, 2024, we received $5 million as a result of these hedges. We do not record these agreements at fair value because there is not a deep market for electric power in Mexico that would effectively allow for their valuation.
In connection with the Ventikas, located in the Mexican state of Nuevo León with a combined generation capacity of 252 MW, we agreed to acquire a portion of the energy generated by Ventikas for our overall electricity needs in Mexico for a period of 20 years, which began in April 2016. As of December 31, 2024, the estimated annual cost of this agreement is $24 million, assuming energy generation at full capacity (energy supply from wind sources is variable in nature and final amounts can be determined only based on energy ultimately received at the agreed prices per unit).
Beginning in 2010, for our overall electricity needs in Mexico, we reached an agreement with the EURUS Wind Farm (“EURUS”) for the purchase of the electric energy generated for a period of no less than 20 years. EURUS is a wind farm with an installed capacity of 250 MW operated by ACCIONA in the Mexican state of Oaxaca. The estimated annual cost of this agreement is $77 million assuming that we receive all our energy allocation.
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Energy supply from wind sources is variable in nature and final amounts can be determined only based on energy ultimately received at the agreed prices per unit.
We maintain a commitment initiated in April 2004 to purchase the energy generated by TEG until September 2027 for our overall electricity needs in Mexico. The estimated annual cost of this agreement is $87 million assuming we receive all our energy allocation. Nonetheless, final amounts will be determined considering the final MWh effectively received at the agreed prices per unit.
In connection with the above, we also committed to supply TEG and another third-party electrical energy generating plant adjacent to TEG all fuel necessary for their operations until the year 2027, equivalent to 1.2 million tons of pet coke per year. We cover our commitments under this agreement by acquiring the aforementioned volume of fuel from sources in the international markets and Mexico.
Furthermore, Cemex is also a party to other agreements executed in connection with the financing, management and operation of the TEG power plant since before its date of commencement of operations, among those which are (i) a long-term limestone supply agreement dated as of March 26, 1999, pursuant to which Cemex agreed to sell and deliver to TEG limestone to be used at the TEG power plant for desulfurization of pet coke used for fuel, and (ii) a put option agreement dated as of March 26, 1999, pursuant to which Cemex is required to purchase the TEG power plant assets upon expiration of the term of the agreement executed with TEG to purchase the energy generated by TEG or, alternatively, at an earlier date upon the occurrence of one or more events described therein and which would be triggered upon the occurrence of one or more situations or circumstances, not attributable to TEG, that would prevent TEG from continuing operating the TEG power plant. The aforementioned agreements are set to expire on September 30, 2027.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a material effect on our financial condition, operating results and liquidity or capital resources.
Quantitative and Qualitative Market Disclosure
Our Derivative Financial Instruments
In the ordinary course of business, we are exposed to credit risk, interest rate risk, foreign exchange risk, equity risk, commodities risk and liquidity risk, considering the guidelines set forth by Cemex, S.A.B. de C.V.’s Board of Directors, which represent our risk management framework and are supervised by several of our Committees. Our management establishes specific policies that determine strategies focused on obtaining natural hedges or risk diversification to the extent possible, such as avoiding customer concentration on a determined market or aligning the currencies portfolio in which we incur our debt with those in which we generate our cash flows. As of December 31, 2023 and 2024, these strategies were sometimes complemented by the use of derivative financial instruments. See notes 17.4 and 17.5 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
During the reported periods, in compliance with the guidelines established by our risk management committee, the restrictions set forth by our debt agreements and our hedging strategy, we held derivative instruments, with the objectives of, as the case may be: (a) changing the risk profile or fixing the price of fuels; (b) foreign exchange hedging; (c) hedge of forecasted transactions; (d) changing the risk of changes in market interest rates; and (e) other corporate purposes. See note 17.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
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As of December 31, 2023 and 2024 the notional amounts and fair values of our derivative instruments were as follows:
| At December 31, 2023 | At December 31, 2024 | |||||||||||||||||||
| Notional Amount |
Estimated Fair value |
Notional Amount |
Estimated Fair value |
Maturity Date |
||||||||||||||||
| (in millions of dollars) | ||||||||||||||||||||
| Net investment hedge |
$ | 976 | $ | (94 | ) | $ | 713 | $ | 63 | Jun 2026 | ||||||||||
| Cross currency swaps |
335 | 23 | 658 | (100 | ) | Sep 2030 | ||||||||||||||
| Interest rate swaps |
750 | 30 | 600 | 14 | Nov 2026 | |||||||||||||||
| Fuel price hedging |
232 | 5 | 356 | 6 | Dec 2026 | |||||||||||||||
| Foreign exchange options |
300 | 10 | 650 | 41 | Oct 2026 | |||||||||||||||
| $ | 2,593 | $ | (26 | ) | $ | 2,977 | $ | 24 | ||||||||||||
The caption “Financial income and other items, net” in the statements of income includes gains and losses related to the recognition of changes in fair values of the derivative financial instruments during the applicable period, which represented net losses of $5 million in 2022, $19 million in 2023 and $2 million in 2024. As described below, changes in fair value of our net investment hedge are recognized in other equity reserves for the period as part of our currency translation results. In addition, changes in fair value of our outstanding interest rate swaps related to debt are recognized as part of our financial expense in the statement of income. Changes in fair value of our fuel price hedging derivatives are temporarily recognized through other equity reserves and are allocated to operating expenses as the related fuel volumes are consumed.
Our Net Investment Hedge. As of December 31, 2023 and 2024, there are Dollar/Peso foreign exchange forward contracts with target tenor ranging from 1 to 15 months for notional amounts of $518 million and $492 million, respectively. We have designated this program as a hedge for our net investment in Pesos, pursuant to which changes in the fair market value of these instruments are recognized as part of other equity reserves. For the years 2022, 2023 and 2024, these contracts generated losses of $96 million, $172 million and gains of $86 million, respectively, which partially offset currency translation effects in each year recognized in equity generated from our net assets denominated in Pesos. The losses generated during 2022 and 2023 were related to the appreciation of the Peso in both years, while the gains generated in 2024 from these derivatives are related to the depreciation of the Peso during the year.
In addition, as of December 31, 2023 and 2024, as part of our Peso net investment hedge strategy, there are additional Dollar/Peso capped forwards, structured with option contracts, for a notional amount of $458 million and $221 million, respectively. These capped forwards contain limits on the upside that the instrument may generate. Changes in the fair market value of such capped forward contracts are also recognized as part of other equity reserves. For the years 2022, 2023, and 2024, these contracts generated losses of $2 million, $54 million and gains of $43 million, respectively, which partially offset currency translation effects recognized in equity generated from our net assets denominated in Pesos due to the appreciation of the Peso in 2022 and 2023 and the depreciation of the Peso in 2024.
During the year 2022, we unwound Dollar/Euro cross-currency swap contracts for a notional amount of $750 million, which resulted in a settlement gain of $80 million in equity. We designated the foreign exchange forward component of these instruments as a hedge of our net investment in Euros, changes in fair market were recognized as part of other equity reserves, while changes in fair value of the interest rate swap component until settlement were recognized within the line item of “Financial income and other items, net,” representing gains of $8 million in 2022. For the year 2022, the foreign exchange forward component generated gains of $70 million recognized in equity, which partially offset currency translation losses recognized in equity generated from our net assets denominated in Euros due to the depreciation of the Euro against the Dollar in 2022, related to the exchange of interest rates in the statement of income.
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Our Cross Currency Swaps. As of December 31, 2023 and 2024, we held cross-currency swap contracts for a notional amount of $335 million and $658 million, respectively, in connection with the CEBURES as described in note 17.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report, aiming to change the rate and currency risk profile of such CEBURES from the Peso to the Dollar. We designated these contracts as cash flow hedges of interest rate payments in relation to an equivalent amount of variable and fixed interest rate debt. Changes in fair value of these contracts for the interest rate swap leg are initially recognized as part of other equity reserves and are subsequently allocated through financial expense as interest expense on the related loans is accrued in the statement of income, while changes in fair value of the currency forward leg are recognized directly in the statement of income partially offsetting the related Peso denominated debt’s foreign exchange fluctuation. For the years 2023 and 2024, changes in the fair value of these contracts generated gains of $23 million and losses of $123 million, respectively, recognized in other equity reserves. Moreover, during the same periods, we reclassified results from equity to the line item “Financial expenses” representing income of $5 million in 2023 and $28 million in 2024.
Our Interest Rate Swaps. For accounting purposes under IFRS, we designate interest rate swaps as cash flow hedges, to fix interest rate payments in relation to an equivalent amount of floating interest rate debt; therefore, changes in fair value of these contracts are initially recognized as part of other equity reserves and are subsequently reclassified to financial expense as the interest expense of the related floating interest rate debt is accrued in the statement of income.
As of December 31, 2023 and 2024, we held interest rate swaps for a notional amount of $750 million and $600 million, respectively, with a fair market value representing assets of $30 million in 2023 and $14 million in 2024, negotiated in June 2018 to fix interest payments of existing bank loans bearing Dollar floating rates. For the year 2022, changes in the fair value of these contracts generated gains of $69 million and for the years 2023 and 2024, these changes generated losses of $9 million and $16 million, respectively, recognized in other comprehensive income. Moreover, during the same periods, we reclassified results from equity to the line item “Financial expenses” representing expenses of $2 million in 2022 and income of $22 million in 2023 and $23 million in 2024.
In addition, as of December 31, 2022, we held interest rate swaps for a notional of $268 million negotiated to fix interest payments of existing bank loans referenced to Peso floating rates that matured in November 2023, which fair value represented an asset of $15 million in 2022. For the years 2022 and 2023 until their settlement, changes in the fair value of these contracts generated gains of $3 million and losses of $15 million, respectively, recognized in other comprehensive income. During the same periods, we recycled results from equity to the “Financial expenses” line item representing gains of $7 million in 2022 and $18 million in 2023.
Our Fuel Price Hedging Derivatives. As of December 31, 2023 and 2024, we maintained swap and option contracts negotiated to hedge the price of certain fuels in several operations, primarily diesel and gas, for aggregate notional amounts of $110 million and $134 million, respectively, with an estimated aggregate fair value representing assets of $1 million in 2023 and $1 million in 2024. By means of these contracts, for its own consumption only, we either fixed the price of these fuels, or entered into option contracts to limit the prices to be paid for these fuels, over certain volumes representing a portion of the estimated consumption of such fuels in several operations. These contracts have been designated as cash flow hedges of diesel or gas consumption, and as such, changes in fair value are recognized temporarily through other equity reserves and are recycled to operating expenses as the related fuel volumes are consumed. For the years ended December 31, 2022, 2023 and 2024 changes in fair value of these contracts recognized in other equity reserves represented losses of $25 million, losses of $6 million, and losses of $6 million, respectively. Moreover, during the same periods, we recycled results from equity to the line items “Cost of sales” and “Operating expenses,” as applicable, representing gains of $88 million in 2022, losses of $7 million in 2023, and losses of $5 million in 2024.
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In addition, as of December 31, 2023 and 2024, we held Brent Oil call spreads with a notional of $122 million and $150 million, respectively, intended economically to mitigate the exposure over a portion of the diesel cost implicit in our distribution expense. Changes in the fair value of these contracts are recognized directly in the statement of income as part of “Financial income and other items, net” which resulted in losses of $1 million in 2023 and losses of $8 million in 2024.
As of December 31, 2024, we held coal call spreads with notional of $72 million, intended to economically mitigate the exposure over the pet coke consumption in our production process. Changes in the fair value of these contracts are recognized directly in the statement of income as part of “Financial income and other items, net” which resulted in losses of $9 million in 2024.
Foreign Exchange Options. As of December 31, 2023 and 2024, we held Dollar/Mexican Peso call spread option contracts for a notional amount of $300 million and $650 million, respectively. Such contracts mature between January 2026 and October 2026 and were negotiated to maintain the value in Dollars over an equivalent amount of revenues generated in Mexican Pesos. Changes in the fair value of these instruments, generated losses of $13 million in 2022, losses of $18 million in 2023 and gains of $15 million in 2024, recognized within “Financial income and other items, net” in the statement of income.
See note 17.4 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Other Derivative Financial Instruments.
With respect to our existing financial derivatives, we may incur net losses and be subject to margin calls that will require cash. Likewise, if we enter into new derivative financial instruments, we may incur net losses and be subject to margin calls. The cash required to cover the margin calls may be substantial and may reduce the funds available to us for our operations or other capital needs.
As with any derivative financial instrument, we assume the creditworthiness risk of the counterparty, including the risk that the counterparty may not honor its obligations to us. Before entering into any derivative financial instrument, we evaluate, by reviewing credit ratings and our business relationship according to our policies, the creditworthiness of the financial institutions and corporations that are prospective counterparties to our derivative financial instruments. We select our counterparties to the extent we believe that they have the financial capacity to meet their obligations in relation to these instruments. Under current financial conditions and volatility, we cannot assure that risk of non-compliance with the obligations agreed to with such counterparties will always be minimal. See notes 17.4 and 17.5 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
The fair value of derivative financial instruments is based on estimated settlement costs or quoted market prices and supported by confirmations of these values received from the counterparties to these financial instruments. The notional amounts of derivative financial instrument agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss.
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Interest Rate Risk, Foreign Currency Risk, and Equity Risk
Interest Rate Risk. The table below presents tabular information of our fixed and floating rate non-current foreign currency-denominated debt as of December 31, 2024 Average floating interest rates are calculated based on forward rates in the yield curve as of December 31, 2024. Future cash flows represent contractual principal payments. The fair value of our floating rate non-current debt is determined by discounting future cash flows using borrowing rates available to us as of December 31, 2024 and is summarized as follows:
| Expected maturity dates as of December 31, 2024 | ||||||||||||||||||||||||||||
| Non-current debt(1) |
2025 | 2026 | 2027 | 2028 | After 2029 | Total | Fair Value | |||||||||||||||||||||
| (in millions of Dollars, except percentages) | ||||||||||||||||||||||||||||
| Variable rate |
$ | 22 | $ | 271 | $ | 398 | $ | 398 | $ | 92 | $ | 1,181 | $ | 1,181 | ||||||||||||||
| Average interest rate |
5.09 | % | 6.36 | % | 6.39 | % | 6.39 | % | 4.60 | % | ||||||||||||||||||
| Fixed rate |
0 | 569 | 300 | 298 | 3,014 | 4,181 | 3,989 | |||||||||||||||||||||
| Average interest rate |
— | 3.39 | % | 4.11 | % | 4.09 | % | 4.92 | % | |||||||||||||||||||
| (1) | The information above includes the current maturities of the non-current debt. Total non-current debt as of December 31, 2024 does not include our other financial obligations and the Subordinated Notes for an aggregate amount of $3,829 million issued by consolidated entities. See notes 17.2 and 21.2 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. |
As of December 31, 2024, we were subject to the volatility of floating interest rates, which, if such rates were to increase, may adversely affect our financing cost and our net income. As of December 31, 2022, 21% of our long-term debt bore floating rates at a weighted average interest rate of LIBOR plus 148 basis points. As of December 31, 2023, 26% of our long-term debt bore floating rates at a weighted average interest rate of SOFR plus 95 basis points. As of December 31, 2024, 26% of our long-term debt bore floating rates at a weighted average interest rate of SOFR plus 95 basis points. As of December 31, 2022, 2023 and 2024, if interest rates at that date had been 0.5% higher, with all other variables held constant, our net income for 2022, 2023 and 2024 would have been reduced by $13 million, $14 million and $14 million, respectively, as a result of higher interest expense on variable-rate denominated debt. However, this analysis does not include the interest rate swaps held by us during 2022, 2023 and 2024. See notes 17.4 and 17.5 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Foreign Currency Risk. Due to our geographic diversification, our revenues and costs are generated in various countries and settled in different currencies. However, some of our production costs, including fuel and energy, and some of our cement prices, are periodically adjusted to take into account fluctuations between the Dollar and the other currencies in which we operate. For the year ended December 31, 2024, 29% of our external revenues were generated in Mexico, 32% in the United States, 6% in the United Kingdom, 5% in France, 3% in Germany, 3% in Poland, 3% in Spain, 4% in Israel, 5% in the Rest of EMEA segment, 3% in Colombia, 1% in Panama, 2% in Caribbean TCL, 2% in the Rest of SCA&C segment and 2% in other activities.
Foreign exchange gains and losses occur by monetary assets or liabilities in a currency different from its functional currency and are recorded in the consolidated statements of income, except for exchange fluctuations associated with foreign currency indebtedness directly related to the acquisition of foreign entities and related parties’ long-term balances denominated in foreign currency, for which the resulting gains or losses are reported in other comprehensive income. As of December 31, 2023 and 2024, excluding from the sensitivity analysis the impact of translating the net assets of foreign operations into our reporting currency and considering a hypothetical 10% strengthening of the Dollar against the Mexican Peso, with all other variables held constant, our net income for 2023 and 2024 would have decreased by $160 million and $183 million, respectively, as a result of higher foreign exchange losses on our Dollar-denominated net monetary liabilities held in consolidated entities with other functional currencies. Conversely, a hypothetical 10% weakening of the Dollar against the Mexican Peso would have had the opposite effect.
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As of December 31, 2024, 69% of our total debt plus other financial obligations was Dollar-denominated, 14% was Euro-denominated, 13% was Mexican Peso-denominated, 2% was Pound Sterling-denominated and 2% was denominated in other currencies. Therefore, we had a foreign currency exposure arising mainly from the Dollars denominated debt versus the several currencies in which our revenues are settled in most countries in which we operate. We cannot guarantee that we will generate sufficient revenues in Dollars from our operations to service these obligations. As of December 31, 2024, we had implemented a derivative financing hedging strategy using foreign exchange options for a notional amount of $650 million to hedge the value in Dollar terms of revenues generated in Pesos to partially address this foreign currency risk. See notes 17.4 and 17.5 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report. Complementarily, we may negotiate other derivative financing hedging strategies in the future if either of our debt portfolio currency mix, interest rate mix, market conditions, and/or expectations changes.
In addition, considering that Cemex S.A.B. de C.V.’s functional currency for all assets, liabilities and transactions associated with its financial and holding company activities is the Dollar, there is foreign currency risk associated with the translation of subsidiaries’ net assets denominated in different currencies (Mexican Peso, Euro, Pound Sterling and other currencies) into Dollars. When the Dollar appreciates, the value of Cemex S.A.B. de C.V.’s net assets denominated in other currencies decreases in terms of Dollars, generating negative foreign currency translation and reducing stockholders’ equity. Conversely, when the Dollar depreciates, the value of Cemex S.A.B. de C.V.’s net assets denominated in other currencies would increase in terms of Dollars generating the opposite effect. As mentioned above in our derivative financial instruments section, we have implemented a Dollar/Peso foreign exchange forward contract program to hedge foreign currency translation in connection with our net assets denominated in Mexican Pesos. See notes 29.3 and 17.5 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Equity Risk. Equity risk represents the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market price of Cemex, S.A.B. de C.V.’s and/or a third party’s shares.
Considering specific objectives, we have negotiated equity forward contracts on third-party shares. Under these equity derivative instruments, there is a direct relationship between the change in the fair value of the derivative with the change in price of the underlying share. All changes in fair value of such derivative instruments, with certain exemptions for physically-only settle instruments, are recognized in the statement of income as part of “Financial income and other items, net.” During the reported periods effects were not significant. As of December 31, 2024, we do not have derivative financial instruments based on the price of Cemex, S.A.B. de C.V.’s shares or any third-party’s shares. See notes 17.4 and 17.5 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Liquidity Risk. Liquidity risk represents the risk that we will not have sufficient funds available to meet our obligations. In addition to cash flows provided by our operating activities, in order to meet our overall liquidity needs for operations, servicing debt and funding capital expenditures and acquisitions, we rely on cost-cutting and operating improvements to optimize capacity utilization and maximize profitability, as well as borrowing under credit facilities, proceeds of debt and equity offerings, and proceeds from asset sales. We are exposed to risks from changes in foreign currency exchange rates, prices and currency controls, interest rates, inflation, governmental spending, social instability, and other political, economic, and/or social developments in the countries in which we operate, any one of which may materially affect our results and reduce cash from operations. As of December 31, 2024, we had $2,000 million available in our committed revolving credit tranche under the Amended 2021 Credit Agreement and we had €300 million available in our committed revolving credit tranche under the 2022 EUR Credit Agreement.
As of December 31, 2024, current liabilities, which included $1,116 million of current debt and other financial obligations, exceeded current assets by $1,076 million. It is noted that as part of our operating strategy implemented by our management, we operate with a negative working capital balance.
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For the year ended December 31, 2024, we generated net cash flows provided by operating activities of $1,894 million. In addition, as of December 31, 2024, we had $2,000 million available in our committed revolving credit tranche under the Amended 2021 Credit Agreement and we had €300 million available in our committed revolving credit tranche under the 2022 EUR Credit Agreement and had $1,259 million under other uncommitted lines of credit subject to the lenders’ availability. See notes 17.1, 17.2, 17.5, and 24.1 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
Investments, Acquisitions, and Divestitures
The transactions described below represent our principal investments, acquisitions, and divestitures completed during the years ended December 31, 2022, 2023 and 2024.
Investments and Acquisitions
On September 3, 2024, we announced that we acquired from the Heim Group in Germany for a price of $4 million a 51% controlling interest in RC-Baustoffe Berlin, a Berlin-based recycling company that processes mineral construction, demolition, excavation materials and operates one plant to permanently store biogenic CO2 in recycled mineral waste. The acquired recycling facility should process up to 0.4 million tons of materials per year to turn into repurposed aggregates for concrete production, reintroducing them into the construction value chain. During 2024, connection with the excess of the purchase price and the fair value of the net assets acquired, we determined goodwill of $5 million.
On July 15, 2024, we announced that one of our subsidiaries entered into a joint venture agreement with Couch Aggregates, a sand and gravel supplier, and Premier Holdings, a marine bulk product distributor. We expect this joint venture to strengthen our aggregate reserves with the production, distribution, and sale of sand, gravel, and limestone in the mid-South of the United States.
On November 1, 2023, through a subsidiary in Germany, for a total consideration of $13 million we completed the acquisition of Kiesel, a mortars and adhesives company in the construction industry based in Germany. Kiesel serves the German, French, Polish, and Czech markets, consisting of a production facility and five distribution locations. During 2023, in connection with the excess of the purchase price and the fair value of the net assets acquired, we determined goodwill of $5 million in connection with the acquisition.
On August 30, 2023, through a subsidiary, we acquired two quarries near Madrid, Spain for an immaterial amount. We expect this acquisition to strengthen our limestone reserves.
On May 18, 2023, through a subsidiary, we acquired a mortar plant near Madrid, Spain expected to be part of our Urbanization Solutions business for an immaterial amount. This plant is expected to reach 100,000 metric tons of production at full capacity.
On May 11, 2023, through a subsidiary, we completed the purchase of the assets of Atlantic Minerals Limited in Newfoundland and Labrador, Canada, consisting mainly of an aggregates quarry and maritime port operations for a price of $75 million. With this investment, we secured a new long-term aggregates reserve for our operations in Florida and the east coast of the United States, as well as a source for chemical-grade stone. During 2023, based on the valuation of the fair values of the assets acquired and liabilities assumed, we did not determine any goodwill on this acquisition.
On February 3, 2023, the Colombian Financial Superintendency (Superintendencia Financiera de Colombia) authorized Cemex España to commence the Delisting CLH Offer to acquire a minimum of one ordinary share and a maximum of 26,281,913 ordinary shares of CLH. The period to tender CLH shares under the Delisting CLH Offer concluded on February 28, 2023, with the final results of the Delisting CLH Offer being confirmed on March 3, 2023.
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As a result of the Delisting CLH Offer, we acquired 23,232,946 ordinary shares of CLH, increasing our interest to 99.46% of CLH (excluding shares owned by CLH) and delisted CLH’s shares from the Colombian Stock Exchange (Bolsa de Valores de Colombia). The registry of CLH’s shares in the National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) was canceled thereafter. The total consideration that we paid as a result of the acquisition of the validly tendered shares amounted to 4,735 Colombian Pesos per share, totaling 110,007,999,310 Colombian Pesos ($28.54 million as of December 31, 2023, based on an exchange rate of 3,854.92 Colombian Pesos to $1.00).
On January 30, 2023, for a total consideration of $13 million, we acquired a 51% controlling interest in Israel-based SHTANG, a construction demolition and excavation waste recycling company. SHTANG holds a 13-year license to build and operate its CDEW facility. The facility is expected to process 600,000 tons of waste annually. The facility’s production is used as raw materials for aggregate production. During 2023, in connection with the excess of the purchase price and the fair value of the net assets acquired, we determined goodwill of $3 million on this acquisition.
On January 25, 2023, in Manila, Philippines, CASEC filed a Tender Offer Report on Form 19-1 with the Securities and Exchange Commission of the Philippines and the Philippine Stock Exchange, pursuant to Rule 19 of the Securities Regulation Code of the Philippines, in connection with its intention to conduct the CHP Tender Offer to acquire a minimum of one and a maximum of 1,614,000,000 common shares of CHP. The tender offer period commenced on February 16, 2023 and lasted for a period of 20 business days, ending on March 16, 2023. Payment of the net proceeds of the validly tendered shares took place on March 30, 2023. As part of the CHP Tender Offer, CASEC acquired 1,614,000,000 common shares of CHP, resulting in CASEC owning 89.86% of the outstanding common shares of CHP. In the CHP Tender Offer, CASEC paid 1.30 Philippine Pesos per share, an equivalent of 2,098.20 million Philippine Pesos ($37.88 million as of December 31, 2023, based on an exchange rate of 55.37 Philippine Pesos to $1.00) for all the acquired shares. In December 2024, we sold our operations in the Philippines. See “Item 5—Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5—Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information.
On July 11, 2022, through a subsidiary in Germany, we completed the acquisition of a 53% stake in the German aggregates company ProStein for a total consideration of $21 million. The investment expanded our aggregates business in the region and we estimate that it increased the life of the aggregates’ reserves for our operations in Central Europe for at least the next 25 years as of 2022. The majority stake in ProStein’s assets added a full range of fine and hardstone aggregates to our aggregates portfolio. In addition to supplying the greater Berlin area, the additional capacity can supply several urban centers in Poland and the Czech Republic. ProStein’s assets included six active hardstone plants and six CDEW recovery sites. During 2022, we did not determine any goodwill in connection with this acquisition. On December 30, 2024, the owners of the 47% stake of ProStein not belonging to us exercised an option to sell their interest in ProStein to us in two tranches, a 21% interest in 2025 and a 26% interest in 2026. As a result, during the year ended December 31, 2024, we recognized a current liability of $8 million and a non-current liability of $10 million and cancelled the non-controlling interest in consolidated equity.
Divestitures
During the years ended December 31, 2022, 2023 and 2024, we made divestitures of $569 million, $106 million and $1,188 million, respectively (which included fixed assets of $155 million, $106 million and $90 million, respectively).
On December 2, 2024, we closed the sale of our operations in the Philippines through separate agreements executed on April 25, 2024 with DACON Corporation, DMCI Holdings, Inc. and Semirara Mining & Power Corporation, for a total consideration related to our controlling interest of $798 million, subject to post-closing price adjustments. In particular, (i) Cemex Asia divested a 100% equity interest in CASEC, (ii) one of the buyers acquired a 100% interest in ALQC, of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in ALQC; and (iii) one of the buyers acquired a 100% interest in IQAC, of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in IQAC.
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As part of the transaction, the buyers assumed the financial debt of CHP. CASEC owns an 89.86% interest in CHP. CHP is the owner of Cemex’s former main operating subsidiaries in the Philippines engaged in the production, sale, and distribution of cement and other buildings materials and is listed on the Philippine Stock Exchange, Inc. ALQC and IQAC are the primary suppliers of raw materials used in the now former operations of Cemex in the Philippines. The divested assets mainly consisted of two cement plants with an installed capacity of around 5.7 million metric tons per year, six marine distributions terminals and 18 land distribution centers, among other assets and investments in extracting entities. For the years ended December 31, 2022 and 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the statements of income, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a loss on sale of $119 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control and goodwill cancellation of $79 million.
On November 1, 2024, we sold our non-controlling equity interest of 34.8% in Neoris to EPAM for a total of $215 million resulting in a gain of $139 million recognized within Other expenses, net. Previously, on October 25, 2022, we sold to Advent a 65% controlling interest in Neoris for a total of $119 million and retained such non-controlling interest of 34.8%. The remaining non-controlling interest was remeasured at fair value upon loss of control, was subsequently accounted for under the equity method and was presented within the line item “Investments in associates and joint ventures.” Neoris’ results for the period from January 1 to October 25, 2022 are reported in the statements of income, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2022 a gain on sale of $117 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control.
On September 10, 2024, we sold our operations in Guatemala to a subsidiary of Holcim Ltd, for a total consideration of $212 million. The divested assets mainly consist of one grinding mill with an installed capacity of around 0.6 million metric tons per year, three ready mix plants and five distribution centers. For the years ended December 31, 2023 and 2022 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the statements of income, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a gain on sale of $163 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control.
On August 5, 2024, one of our subsidiaries entered into an agreement with Progreso and its strategic partners, for the sale of our operations in the Dominican Republic, for a total consideration of $950 million, subject to final adjustments. The assets for divestment mainly consist of one cement plant in the Dominican Republic with two integrated production lines and related cement, concrete, aggregates and marine terminal assets. As of December 31, 2024, the assets and liabilities related to our operations in the Dominican Republic are presented in the line items “Assets held for sale” and “Liabilities related to assets held for sale,” respectively. For the years ended December 31, 2022, 2023 and 2024, our operations in the Dominican Republic are reported in the statements of income, net of income tax, in the single line item “Discontinued operations.” See “Item 5—Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5—Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information. Also see note 28 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of our Operations in the Dominican Republic” for information related to the closing of the divestiture of our Dominican Republic operations.
On August 31, 2022, we announced that we, through certain of our subsidiaries, concluded the sale agreed in December 2021 of our operations in Costa Rica and El Salvador to affiliates of Progreso, for a total consideration of $325 million, related to our aggregate controlling interest. The divested assets consisted of one fully integrated cement plant, one grinding station, seven ready-mix plants, one aggregate quarry, as well as one distribution center in Costa Rica and one distribution center in El Salvador.
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Our operations of these assets in Costa Rica and El Salvador for the period from January 1, 2022 to August 31, 2022 are reported in the statements of income, net of income tax, as part of the single line item “Discontinued operations,” including during the year ended December 31, 2022 a gain on sale of $240 million, which includes the reclassification of foreign currency translation effects accrued in equity until the disposal date.
Recent Developments
Recent Developments Relating to Project Cutting Edge
On February 6, 2025, Cemex announced “Project Cutting Edge,” a savings initiative designed to streamline operations and improve efficiency, heavily leveraging digital technology and AI-based solutions throughout the Company. This initiative contemplates expected savings at the free cash flow level.
Recent Developments Relating to our Shareholder Dividend Program
In compliance with the resolutions adopted at its ordinary general shareholders meeting held on March 22, 2024, Cemex paid the fourth installment of $608.49 million Mexican Pesos ($30 million) of the cash dividend of $0.013974 Mexican Pesos per share (equivalent to $0.000689 per share) against the delivery of coupon 154 adhered to the share certificates representing all of the outstanding shares that make up the paid-up capital stock of Cemex. On March 11, 2025, holders of bearer shares received $0.013974 Mexican Pesos per share (equivalent to $0.000689 per share ) and holders of CPOs received $0.041922 Mexican Pesos per CPO (equivalent to $0.002067 per CPO); and, on March 18, 2025, holders of ADSs received $0.020670 per ADS in the fourth installment of the cash dividend, respectively. The fourth installment of the cash dividend paid on March 11, 2025 in Mexican Pesos was based on an exchange rate of $20.2830 Mexican Pesos to $1.00 as of March 7, 2025.
Recent Developments Relating to Our Financial Obligations
On April 1, 2025, Cemex, S.A.B. de C.V. delivered a notice of full redemption for a change in rating methodology event for the $1,000,000,000 outstanding aggregate principal amount of the 9.125% Subordinated Notes; and, on April 10, 2025, redeemed the 9.125% Subordinated Notes in full at a redemption price equal to 101% of the principal amount of the 9.125% Subordinated Notes, together with accrued and unpaid interest thereon to, but not including, the redemption date.
Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings
Ordinary General Shareholders’ Meeting
On February 7, 2025, Cemex, S.A.B. de C.V. filed with the SEC and the MSE the notice and agenda, and supplemental information for its ordinary general shareholders’ meeting, which took place in the city of Monterrey, Nuevo León, Mexico on March 25, 2025 (the “AGM”). The aforementioned documents described the topics to be discussed and voted during the AGM, providing additional context for the items in the agenda.
On February 21, 2025, Cemex, S.A.B. de C.V. published the documents proposed for approval by its shareholders at the AGM. The list of documents included, among others: (i) the proposal for the appointment of the members of Cemex, S.A.B. de C.V.’s Board of Directors, as well as its Executive Chairman, Secretary, and Assistant Secretary, voted on an individual basis as opposed to on a “group slate” basis; (ii) the proposal for the appointment of the members of the Audit Committee, the Corporate Practices and Finance Committee and the Sustainability, Climate Action, Social Impact, and Diversity Committee, as well as their respective presidents, secretaries and assistant secretaries, voted on an individual basis, as opposed to on a “group slate” basis; (iii) the proposal to set, from March 25, 2025 to the date of Cemex, S.A.B.
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de C.V.’s next ordinary general shareholders’ meeting, the compensation, as honoraria, for each appointed member of Cemex, S.A.B. de C.V.’s Board of Directors for each meeting they attend, and the compensation, as honoraria, for each member of the Audit Committee, the Corporate Practices and Finance Committee, and the Sustainability, Climate Action, Social Impact, and Diversity Committee, for each committee meeting they attend; (iv) the proposal for allocation of profits for the year ended December 31, 2024, including the declaration of a cash dividend of $130 million to be paid in Mexican Pesos in four equal installments; and (v) the proposal to set the amount of $500 million or its equivalent in Mexican Pesos as the maximum amount of resources that, from the date of the AGM until the next ordinary general shareholders’ meeting of Cemex, S.A.B. de C.V. is held in 2026, Cemex, S.A.B. de C.V. may use for the acquisition of its own shares or securities that represent such shares.
On March 26, 2025, Cemex, S.A.B. de C.V. filed with the SEC and the MSE a summary of the resolutions adopted at the AGM. The most significant items that were approved by the shareholders at the AGM were: (i) the appointment of the members of Cemex, S.A.B. de C.V.’s Board of Directors, as well as its Executive Chairman, Secretary, and Assistant Secretary, on an individual basis; (ii) the appointment of the members of the Audit Committee, the Corporate Practices and Finance Committee and the Sustainability, Climate Action, Social Impact, and Diversity Committee, as well as their respective presidents, secretaries and assistant secretaries, on an individual basis; (iii) setting the compensation, as honoraria, for each member of Cemex, S.A.B. de C.V.’s Board of Directors for each meeting they attend, and the compensation, as honoraria, for each member of the Audit Committee, the Corporate Practices and Finance Committee, and the Sustainability, Climate Action, Social Impact, and Diversity Committee, for each Committee meeting they attend, from March 25, 2025 to the date of Cemex, S.A.B. de C.V.’s next ordinary general shareholders’ meeting in 2026; (iv) the allocation of profits for the year ended December 31, 2024, including the declaration of a cash dividend of $130 million to be paid in Mexican Pesos in four equal installments; and (v) setting the amount of $500 million, or its equivalent in Mexican Pesos, as the maximum amount of resources that Cemex, S.A.B. de C.V. may use for the acquisition of its own shares or securities that represent such shares, from the date of the AGM until the next ordinary general shareholders’ meeting of Cemex, S.A.B. de C.V. is held in 2026.
As a result of the AGM, as of March 25, 2025, (i) the Board of Directors is comprised of 12 members, ten (83%) of which are considered independent under Mexican Securities Market Law (as defined below) criteria; (ii) Rogelio Zambrano Lozano (Executive Chairman), Armando J. García Segovia, Rodolfo García Muriel, Francisco Javier Fernández Carbajal, David Manuel Martínez Guzmán, Everardo Elizondo Almaguer, Marcelo Zambrano Lozano, Ramiro Gerardo Villarreal Morales, Gabriel Jaramillo Sanint, Isabel María Aguilera Navarro, María de Lourdes Melgar Palacios, and Isauro Alfaro Alvarez are the members of Cemex, S.A.B. de C.V.’s Board of Directors; (iii) Ramiro Gerardo Villarreal Morales (President), Everardo Elizondo Almaguer, and Gabriel Jaramillo Sanint are the members of the Audit Committee of Cemex, S.A.B. de C.V.’s Board of Directors; (iv) Francisco Javier Fernández Carbajal (President), Rodolfo García Muriel, and Isauro Alfaro Alvarez are the members of the Corporate Practices and Finance Committee of Cemex, S.A.B. de C.V.’s Board of Directors; (v) Armando J. García Segovia (President), Marcelo Zambrano Lozano, Isabel María Aguilera Navarro, and María de Lourdes Melgar Palacios are the members of the Sustainability, Climate Action, Social Impact, and Diversity Committee of Cemex, S.A.B. de C.V.’s Board of Directors; (vi) Roger Saldaña Madero and Guillermo Francisco Hernández Morales are the Secretary and Assistant Secretary, respectively, of Cemex, S.A.B. de C.V.’s Board of Directors and each of its Committees, without being members of the Board of Directors or any of its Committees; (vii) the compensation amount, as honoraria, for each of the 12 members of Cemex, S.A.B. de C.V.’s Board of Directors was set at Ps 566,000.00 for each meeting they attend; and (viii) the compensation amount, as honoraria, for each of the three members of the Audit Committee, each of the three members of the Corporate Practices and Finance Committee, and each of the four members of the Sustainability, Climate Action, Social Impact, and Diversity Committee was set at Ps 136,000.00 for each Committee meeting they attend.
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Regarding the appointment of Isauro Alfaro Alvarez to Cemex, S.A.B. de C.V.’s Board of Directors pursuant to the resolutions adopted during the AGM held on March 25, 2025, the positions and experience of Isauro Alfaro Alvarez is as follows:
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AGE 67 |
DIRECTOR SINCE MARCH 2025 |
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Sex Male
Citizenship Mexican
Nationality Mexican
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| Type of Board Member |
Independent | |
| Tenure on Cemex’s Corporate Practices and Finance Committee |
Since March 2025 |
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ISAURO ALFARO ALVAREZ
Board Memberships at Listed Entities Mr. Alfaro Alvarez is a member of the board of directors of Regional, S.A.B. de C.V.
He is an independent member of the investments committee of Finsa Real Estate Management III, S. de R.L. de C.V., which is an issuer of development capital certificates (certificados de capital de desarrollo) listed on the MSE.
Other Current Roles N/A
Experience Mr. Alfaro Alvarez is a founding partner of Alfaro, Dávila y Scherer, S.C., a leading firm in Mexico in mergers and acquisitions and debt restructuring.
He was chief executive officer of Credit Suisse Mexico, co-chief executive officer of Donaldson, Lufkin & Jenrette in Mexico and chief executive officer of Salomon Brothers Mexico.
With his extensive experience in the financial and business sectors, Mr. Alfaro Alvarez brings to Cemex’s Board of Directors deep knowledge in mergers and acquisitions, project and investment analysis, business development and management, as well as in finance and economics, providing insight for Cemex as it pursues its growth strategy as well as balancing value creation for Cemex’s different stakeholders.
Education Mr. Alfaro Alvarez holds a B.S. degree in Mechanical Engineering and Administration from the Instituto Tecnológico y de Estudios Superiores de Monterrey, and an MBA from The Wharton School of the University of Pennsylvania.
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Extraordinary General Shareholders’ Meeting
On February 7, 2025, Cemex, S.A.B. de C.V. filed with the SEC and the MSE the notice and agenda, and supplemental information for its extraordinary general shareholders’ meeting, which took place in the city of Monterrey, Nuevo León, Mexico on March 25, 2025 (the “Extraordinary Meeting”). The aforementioned documents described the topics to be discussed and voted during the Extraordinary Meeting, providing additional context for the items in the agenda.
On February 21, 2025, Cemex, S.A.B. de C.V. published the documents proposed for approval by its shareholders at the Extraordinary Meeting. The list of documents included: (i) the proposal to amend Articles 23 (Meetings of the Board of Directors), 27 (Board of Directors’ Duties), 28 (Chief Executive Officer), 31 (Committees) and 32 (Board of Directors’ Remuneration), and the inclusion of a new Third Transitional Article in Cemex’s by-laws; (ii) the proposal to proceed with the restatement of Cemex’s by-laws; and (iii) designation of persons in charge of formalizing the resolutions adopted at the meeting.
On March 26, 2025, Cemex, S.A.B. de C.V. filed with the SEC and the MSE a summary of the resolutions adopted at the Extraordinary Meeting. The most significant items that were approved by the shareholders at the Extraordinary Meeting included: (i) the amendment to Articles 23, 27, 28, 31, and 32 of Cemex’s by-laws, as well as the inclusion of a new Third Transitional Article in Cemex’s by-laws, whereby: (a) Article 23 was amended to allow Cemex’s Board of Directors to hold meetings using electronic, optical, or any other technological means; (b) Article 27 was amended to empower Cemex’s Board of Directors to represent Cemex in the new Mexican labor tribunals and before authorities on labor related matters; (c) Article 28 was amended to empower Cemex’s Chief Executive Officer to represent Cemex in the new Mexican labor tribunals and before authorities on labor related matters; (d) Article 31 was amended to expressly recognize the authority of Cemex’s Board of Directors to establish one or more committees to aid it in the performance of its functions and the characteristics that said committees shall have, as well as to allow the Committees of Cemex’s Board of Directors to hold meetings using electronic, optical, or any other technological means; (e) Article 32 was amended to recognize that all members and alternate members of the Committees of Cemex’s Board of Directors, in addition to those of the Audit and Corporate Practices and Finance Committees, shall be remunerated for their services as determined by Cemex’s ordinary general shareholders’ meeting; and (f) a new Third Transitional Article was added to the by-laws to allow the signature of corporate documents by electronic signature or any similar means recognized by Mexican law; and (ii) the restatement of Cemex’s by-laws.
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As of March 25, 2025, the composition of Cemex, S.A.B. de C.V.’s Board of Directors was as follows:
Sex
As of March 25, 2025, Cemex, S.A.B. de C.V.’s Board of Directors was comprised of 12 members, of which 83% were men and 17% were women.
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Tenure (in years as a member of the Board of Directors)
As of March 25, 2025, Cemex, S.A.B. de C.V.’s Board of Directors’ average tenure was 15 years.
Independence
As of March 25, 2025, Cemex, S.A.B. de C.V.’s Board of Directors was comprised of 12 members, of which 17% were considered to be non-independent and 83% were considered to be independent under Mexican Securities Market Law (as defined below) criteria.
Recent Developments Relating to our Stock Repurchase Program
From January 1, 2025 to April 25, 2025, Cemex, S.A.B. de C.V. did not repurchase any of its shares or securities representing them under any stock repurchase program.
Recent Developments Relating to Our Business and Operations
Divestment of our Operations in the Dominican Republic
On January 30, 2025, we successfully closed the sale of our operations in the Dominican Republic and businesses in Haiti to a subsidiary of Progreso and its strategic partners, for a total consideration of $928 million after post-closing adjustments related to cash, debt and working capital. The divested assets mainly consist of one cement plant in the Dominican Republic comprised of two integrated production lines and related cement, concrete and aggregates assets; marine terminals and a commercialization business to Haiti. See “Item 5—Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” for more details about the transaction.
Recent Developments Relating to Our Regulatory Matters and Legal Proceedings
Antitrust Matters
Antitrust Investigations in the Construction Chemicals Sector
On March 28, 2025, the European Commission sent a new request of information. As of the date of this annual report, due to the current stages of this investigation, we are not able to assess the likely outcome of the investigation as it relates to us or whether it would have a material adverse effect on our results of operations, liquidity and financial condition.
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Environmental Matters
Mexico—Emissions Control and Raw Materials Extraction
In the first quarter of 2025, we filed a constitutional challenge against the Ecological Taxes in the state of San Luis Potosí, which is expected to be resolved in the next two years. As of the date of this annual report, Cemex, in the remaining states where it would still be allowed to, expects to file constitutional challenges against the Ecological Taxes where constitutional challenges have not yet been filed. If Cemex is unable to obtain favorable resolutions relating to the constitutional challenges in the states where they are yet to be resolved and the states where constitutional challenges are expected to be filed, as of the date of this annual report, we expect that the aggregate impact of the Ecological Taxes could have an adverse impact on our results of operations, liquidity, and financial condition and such impact could materially effect the volume of raw materials that are extracted and/or the levels of GHG emissions, if any. However, notwithstanding any potential adverse effects on our operations, liquidity, and financial condition, this development is not expected to adversely affect our operations and commercial relationships with clients or suppliers or our ability to meet our financial obligations.
Mexico—Constitutional Energy Reform
In March, 2025, the following implementing laws and regulations of the Constitutional Energy Reform came into effect: (i) the Law of the National Energy Commission (Ley de la Comisión Nacional de Energía), which creates SENER’s National Energy Commission (Comisión Nacional de Energía) (“CNE”) granted with technical and operational autonomy to replace the CRE and CNH; (ii) the Electricity Sector Law (Ley del Sector Eléctrico), which replaced the Electric Industry Law and regulates the planning and control of the National Electric System, as well as other activities of the electric sector; (iii) the Planning and Energy Transition Law (Ley de Planeación y Transición Energética), which introduces binding energy planning instruments and financing mechanisms to promote clean energy and sustainable development; (iv) the Law of the State-Owned Company Federal Electricity Commission (Ley de la Empresa Pública del Estado, Comisión Federal de Electricidad), which establishes that subsidiary companies of CFE are to be dissolved and that CFE is now a single state-owned entity, sectorized to SENER, with technical, operational, and managerial independence, as well as its own legal personality and assets; (v) the Law of the State-Owned Company Petróleos Mexicanos (Ley de la Empresa Pública del Estado, Petróleos Mexicanos), which regulates the administration, functioning, operation, control, evaluation and accountability of PEMEX, as a state-owned company, as well as to establish its special regime; (vi) the Hydrocarbons Sector Law (Ley del Sector Hidrocarburos), which repeals the Hydrocarbons Law Reform, establishes a comprehensive regulatory framework for midstream and downstream activities and, among other matters, (a) transfers permitting authority for crude oil activities (treatment, refining, import, export, transportation, storage, and commercialization) to SENER, (b) provides that the CNE shall regulate natural gas processing, refined products formulation, and certain related activities, and (c) establishes the requirement to obtain permits for the import of natural gas and petrochemicals, along with enhanced obligations such as weekly reporting, stringent volumetric controls, and quality verification measures; (vii) the Biofuels Law (Ley de Biocombustibles), which repeals the 2008 Law on the Promotion and Development of Bioenergy (Ley de Promoción y Desarrollo de los Bioenergéticos) and, among other matters, (a) reorganizes bioenergy activities, (b) grants SENER the authority to issue permits for the production, import, export, storage, transportation, marketing, and public sale of biofuels, and (c) provides that Mexico’s National Energy Transition and Sustainable Energy Utilization Strategy (Estrategia Nacional de Transición Energética y Aprovechamiento Sustentable de la Energía) shall incorporate specific targets for biofuel production and usage; and (viii) the Geothermal Energy Law (Ley de Geotermia), which regulates the exploration and exploitation of geothermal resources for the sustainable use of underground thermal energy, with the aim of generating electricity or directing it to other uses. As of the date of this annual report, the Constitutional Energy Reform and its implementing laws and regulations have not required material investments in our operations; however, we cannot assess with certainty if they will have a material adverse effect on our operations, results of operations, liquidity, and financial condition.
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Recent Developments Related to Tariffs
Imposition of Tariffs by the United States
In 2018, the U.S. administration at the time directed the Office of the United States Trade Representative’s (“USTR”) to investigate the acts, policies, and practices of China with respect to technology transfer, intellectual property, and innovation using presidential power under Section 301. This resulted in several rounds of tariffs imposed on hundreds of billions of dollars of Chinese goods, at rates ranging from 7.5% to 25%. Since then, Section 301 duties have expanded to encompass additional products at rates of up to 200% in some cases, although most goods remain subject to 25% ad valorem tariffs.
On February 1, 2025, the current U.S. administration issued executive orders (as amended, supplemented and/or restated, the “February Executive Orders”) imposing, in addition to any preexisting tariffs, (i) 10% ad valorem tariffs on Chinese products and Canadian energy and energy resources, and (ii) 25% ad valorem tariffs on Mexican products and Canadian products (other than Canadian energy or energy resources subject to the 10% ad valorem tariffs). These tariffs on imports from China into the United States became effective on February 4, 2025, while Canada and Mexico reached agreements with the United States to delay tariffs until March 4, 2025, which came into effect on that date. The February Executive Orders applied to cement, aggregates and other products we import into the United States from Mexico and Canada as part of our business.
On March 3, 2025, the U.S. administration issued an amendment to the February Executive Order, changing the tariff rate on Chinese goods to 20% starting March 4, 2025.
On March 6, 2025, the U.S. administration delayed until April 2, 2025 the ad valorem tariffs applicable to Mexican products and Canadian products imported into the United States pursuant to the February Executive Orders, provided the corresponding products are compliant with the USMCA.
On April 2, 2025, the U.S. administration issued an executive order (as amended, supplemented and/or restated, the “April Executive Order” and, together with the February Executive Orders, the “2025 US Import Regulations” ) imposing a 10% ad valorem tariff on all products imported into the United States effective on April 5, 2025, subject to an increase to between 11% and 50% on a country-by-country basis effective on April 9, 2025. The Country-Specific Reciprocal Tariffs have since been delayed for 90 days for all countries except China. Any imports from China now face a minimum 145% effective tariff rate, and may face additional Section 301 or antidumping and countervailing duties, as well.
The April Executive Order does not impose any new tariffs on Mexican products and Canadian products imported into the United States; and, as of the date of this annual report, the ad valorem tariffs imposed pursuant to the February Executive Orders have not come into effect with respect to Mexican products and Canadian products imported into the United States that are compliant with the USMCA. As of the date of this annual report, we believe that substantially all products we import into the United States from Mexico and Canada as part of our business are compliant with the USMCA and therefore no tariffs apply under the 2025 US Import Regulations.
The new U.S. administration’s trade policy may lead to, has led to, and may lead to further, retaliatory tariffs against the United States by China, Canada, Mexico, the EU, and other jurisdictions. As a result, global trade tensions are high and may escalate even further, adversely affecting global trade and global economic conditions. As we operate in a number of countries and regions around the world, any unfavorable future actions or escalations by either United States, China, or the other regions in which we operate, including any escalation in capital controls or tariffs, may affect the demand for our products and services compared with domestic products and services.
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As of the date of this annual report, according to our interpretation of the 2025 US Import Regulations and other applicable laws and regulations, imports of our products from the main countries in which we have operations into the United States and/or from which we generally source products we import into the United States and/or from which products imported into the United States in our industry are generally sourced, are subject to the following tariffs on a country-by-country basis: (i) Mexico and Canada, 0% on USMCA-compliant products, 25% on USMCA non-compliant products and 25% on aluminum and steel; (ii) China, 170%, generally, except for products in exempted categories such as copper, pharmaceuticals, semiconductors, lumber articles, certain critical minerals and energy products or products that are subject to Section 301 duties at rates other than 25%; and (iii) other countries, 10%.
As of the date of this annual report, considering that substantially all products we import into the United States are sourced from Mexico, Turkey, Vietnam, Saudi Arabia, Spain, China, Thailand, South Korea and Guyana, if the tariffs imposed under the 2025 US Import Regulations remain in effect as in effect as of the date of this annual report, we do not expect the 2025 US Import Regulations to have a material adverse effect on our operations, results of operations, liquidity, and financial condition.
If the ad valorem tariffs imposed pursuant to the February Executive Orders come into effect with respect to Mexican products imported into the United States even if compliant with the USMCA, or if the suspension period on the April Executive Order is not extended or the suspension of the April Executive Order is lifted before the expiration of the suspension period, considering that substantially all products we import into the United States are sourced from Mexico, Turkey, Vietnam, Saudi Arabia, Spain, China, Thailand, South Korea and Guyana, as of the date of this annual report, depending on the amount of the ad valorem tariffs that come into effect or in respect of which the suspension period expires or is lifted, the 2025 US Import Regulations could have a material adverse effect on our operations, results of operations, liquidity, and financial condition. For more information, see “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—Economic conditions globally, including persistently elevated inflation and interest rates, particularly in countries where we operate, have affected and may continue to adversely affect our business, financial condition, liquidity, and results of operations” and “Item 3—Key Information—Risk Factors—Risks Relating to Our Business and Operations—Political, social, and geopolitical events, changes in public policies, and other risks in some of the countries where we operate, which are inherent to the operations of an international company, could have a material adverse effect on our business, financial condition, liquidity, and results of operations.”
Fees on Chinese Vessels
In January 2025, USTR concluded a Section 301 investigation regarding “China’s Acts, Policies, and Practices Targeting the Maritime, Logistics, and Shipbuilding Sectors for Dominance.” After issuing a Notice of Proposed Action, holding public hearings, and soliciting public comments, USTR promulgated its Final Notice of Action on April 17, 2025 and set forth restrictions to promote the transport of U.S. goods on U.S. vessels.
Effective October 14, 2025, the United States will charge fees on Chinese-owned vessels, Chinese-operated vessels, and certain Chinese-built vessels that make port in the United States. For Chinese-operated vessels, fees will be based on net vessels tonnage, will begin at $50 per net ton in October 2025, and steadily increase until 2028. For certain Chinese-built vessels, fees will be based on net tonnage or number of containers. The fees will commence at $18 per net ton or $120 per container. Vessel operators must pay whichever fee is higher, and they will increase over the next three years. We believe that the general withdrawal or reduced participation of a considerable amount of the global bulk carrier fleet that fall within these restrictions or are subject to these fees will have an impact on overall transportation charges and could impact the global supply chain, which in turn could have a material adverse effect on our operations, results of operations, liquidity, and financial condition.
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Tax Matters
Spain—Tax Assessment for the years 2006 to 2009
On February 21, 2025, Cemex España received an adverse resolution from the National Court denying the motion for execution of judgement filed on September 9, 2024 against the assessment issued by the tax authorities in Spain, in which Cemex España claimed the right to a reduction of the remaining outstanding amount of the fines amounting to €182.49 million ($197.43 million as of March 31, 2025 based on an exchange rate of €0.9243 to $1.00) On February 28, 2025, Cemex España appealed such resolution before the National Court. As of the date of this annual report, the National Court has not issued any resolution to the appeal filed by Cemex España. If we are ultimately denied the right to a reduction of the remaining outstanding amount of the fines, this adverse resolution would have a material adverse effect on our operations, results of operations, liquidity, and financial condition. However, notwithstanding these adverse financial effects, this development would not be expected to materially adversely affect our operations and commercial relationships with clients or suppliers or our ability to meet our financial obligations.
Maceo, Colombia—Operational Matters
In the first quarter of 2025, we completed the obtention of the most relevant permits and all authorizations for the construction of the access road to the Maceo Plant. As of the date of this annual report, we expect that the access road will be substantially complete in 2025. Additionally, as of the date of this annual report, we expect that the Maceo Plant will begin operations in 2025.
On February 3, 2025, the ANLA denied the reconsideration petition filed with respect to the ANLA’s denial of CI Calizas’ request to amend the Environmental License of the Maceo Plant in order to be able to exploit up to 1,924,000 tons of clay and limestone annually, among other requests. As of the date of this annual report, we expect to submit a new request to modify the Environmental License to expand production capacity. As of the date of this annual report, we do not expect that the failure to modify the Environmental License would have a material adverse effect on our operations, results of operations, liquidity, and financial condition.
Cebu Cease and Desist Order
As of the date of this annual report, the Cebu Cease and Desist Order has been extended and remains in effect.
As of the date of this annual report, in the event any claims by the Philippines Divestment purchasers are brought and then ultimately resolved against us, we are not able to determine if any such adverse resolution would have a material adverse impact on our business, financial condition, liquidity, and results of operations.
As of the date of this annual report, we cannot assess with certainty if we will be liable for any undertakings entered into by IAC with the authorities in Cebu, the Philippines, but based on the precedents of the legal and administrative actions that had already been decided by authorities in the Philippines, we believe that it is unlikely that we would have a material adverse impact on our business, financial condition, liquidity, and results of operations resulting from any actions, if any are taken against us, by authorities in the Philippines related to the Cebu Cease and Desist Orders.
United Kingdom Claim for compensation pursuant to a Compulsory Purchase Order
In January 2025, this matter proceeded to trial. Also in January 2025, the claim trial was heard by the Lands Tribunal, and is expected to be resumed and completed in another hearing in September 2025. A formal partial decision by the Lands Tribunal is expected to be issued in April 2025 or soon thereafter. As of the date of this annual report, while we cannot assess with certainty if the claim to recover the claimed amount will be successful or not or if a settlement agreement could be reached at any point in time; we believe an adverse resolution would not have a material adverse impact on our results of operations, liquidity, and financial condition.
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Recent Developments Relating to Our Major Shareholders
On April, 23, 2025, BlackRock, Inc. (“BlackRock”) filed Amendment No. 17 to a statement on Schedule 13G with the SEC, stating that according to their calculations made as of March 31, 2025, BlackRock beneficially owned 1,288,528,698 CPOs, representing 8.5% of Cemex, S.A.B. de C.V.’s outstanding capital stock.
Recent Developments Relating to Changes in our Senior Management
Chief Executive Officer Transition
On February 10, 2025, Cemex announced that, pursuant to a determination made by the Board of Directors of Cemex, S.A.B. de C.V., effective April 1, 2025, Jaime Muguiro Domínguez, then-current President of Cemex USA, would succeed Fernando Ángel González Olivieri, who decided to retire, as Chief Executive Officer of Cemex. On April 1, 2025, Jaime Muguiro Domínguez became Chief Executive Officer of Cemex.
Other Senior Level Organizational Changes
On February 10, 2025, Cemex announced the following senior level organizational changes, effective April 1, 2025: (i) Jesús Vicente González Herrera, then-current President of Cemex South, Central America, and the Caribbean, would become President of Cemex USA; (ii) Sergio Mauricio Menéndez Medina, then-current President of Cemex Europe, Middle East, and Africa, would become President of Cemex Mexico; (iii) José Antonio Cabrera Guerra, then-current President of Cemex Dominican Republic and Puerto Rico, would become President of Cemex Europe, Middle East, and Africa; (iv) Alejandro Alberto Ramírez Cantú, then-current President of Cemex Colombia and Peru, would become President of Cemex South, Central America, and the Caribbean; and (v) Ricardo Naya Barba, then-current President of Cemex Mexico, would become Executive Vice President of Sustainability and Operations Development. On April 1, 2025, these changes became effective.
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With respect to the appointments of Mr. Alejandro Alberto Ramírez Cantú and Mr. José Antonio Cabrera Guerra, their respective positions and experience are as follows:
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AGE 57 |
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Sex Male
Citizenship Mexican and American
Nationality Mexican and American
Seniority Since 2000
Tenure as President of Cemex South, Since April 2025 Central America and the Caribbean
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ALEJANDRO ALBERTO RAMÍREZ CANTÚ
President of Cemex South, Central America and the Caribbean
Experience at Cemex and Other Relevant Experience Mr. Ramírez Cantú has held various executive positions within Cemex in the areas of Strategic Planning and country and regional presidencies, including Director of Cemex Thailand, Director of Cemex Puerto Rico, Peru & Argentina, Director of Cemex Costa Rica, Director of Cemex Caribbean Cluster, and most recently, President of Cemex Colombia and Peru. Additionally, from 2014 to 2024, he served as Interim Chief Executive Officer of TCL.
Mr. Ramírez Cantú is currently president of the Colombian Chamber of Cement and Concrete and, from 2017 to 2020, he was president of the Interamerican Cement Federation. He also worked at Booz, Allen & Hamilton from 1994 to 2000, rising to the position of director, and previously served as head of strategic planning at Vitro from 1990 to 1992.
Education Mr. Ramírez Cantú holds a B.S. degree in Industrial Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an MBA from the Wharton Business School of the University of Pennsylvania.
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AGE 52 |
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Sex Male
Citizenship Spanish
Nationality Spanish
Seniority Since 2000 |
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| Tenure as President of Cemex Europe, Middle East and Africa
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Since April 2025 | |
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JOSÉ ANTONIO CABRERA GUERRA
President of Cemex Europe, Middle East and Africa
Experience at Cemex and Other Relevant Experience Mr. Cabrera Guerra has held various executive positions within Cemex, including Director of Planning Projects in Spain, Vice President of Strategic Planning for the Asia, Middle East, and Africa regions, and more recently, President of Cemex Dominican Republic, Puerto Rico, and Haiti.
From 2022 to 2025, Mr. Cabrera Guerra served as Vice Chairman of the board of directors of TCL. In the Dominican Republic, he also served on the board of directors of the Association of Industries of the Dominican Republic, the Association of Foreign Investment Companies, the Dominican-Mexican Chamber of Commerce and Investment, and, from 2023 to 2025, he served as vice president of the Dominican Association of Portland Cement Producers Item 6—DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES
Education Mr. Cabrera Guerra holds a B.S. degree in Physics from Universidad de La Laguna, Spain, and an MBA from IE Business School, in Madrid.
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Senior Management and Directors
Senior Management
Set forth below is the name, position, and experience of each member of our senior management team as of December 31, 2024. The terms of office of the members of our senior management are indefinite. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Changes in our Senior Management.”
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AGE 70 |
DIRECTOR SINCE 2015 |
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Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 1989
Tenure as Cemex’s Chief Since 2014 Executive Officer |
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FERNANDO A. GONZÁLEZ OLIVIERI
Chief Executive Officer
Experience at Cemex and Other Relevant Experience Mr. González Olivieri joined Cemex in 1989 and held various positions in the Strategic Planning, Business Development and Human Resources departments through 1998. From 1998 through 2009, Mr. González Olivieri led various regions of Cemex, including SCA&C, Europe, Asia and Oceania. He was appointed as Cemex’s Executive Vice President of Planning and Development in May 2009, and he was appointed Cemex’s Chief Financial Officer in 2011. Mr. González Olivieri held these positions until he was named Chief Executive Officer in 2014. In 2023, he was named President of the Global Cement and Concrete Association.
With his comprehensive knowledge of Cemex’s organization and the markets where it operates around the world, Mr. González Olivieri brings to Cemex’s Board of Directors and Senior Management a unique global perspective and innovative leadership, that directly contributes to formulating and implementing a results-oriented business strategy. With over 30 years of direct involvement in top management positions, and a detailed understanding of Cemex’s four main businesses (cement production, ready-mix concrete, aggregates and Urbanization Solutions), he has given particular attention to constantly improving Cemex’s Health and Safety policies, and to implementing a sustainability strategy aimed at achieving Net Zero Carbon growth and development.
Mr. González Olivieri is a member of the board of trustees of Tecmilenio University, which forms part of the Instituto Tecnológico y de Estudios Superiores de Monterrey.
Education Mr. González Olivieri holds a B.A. degree in Business Administration, and an MBA from the Instituto Tecnológico y de Estudios Superiores de Monterrey.
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AGE 56 |
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Sex Male
Citizenship Spanish
Nationality Spanish
Seniority Since 1996
Tenure as President of Since 2019 Cemex USA
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JAIME MUGUIRO DOMÍNGUEZ
President of Cemex USA
Experience at Cemex and Other Relevant Experience Mr. Muguiro Domínguez has held several executive positions in the Strategic Planning, Business Development, Ready-Mix Concrete, Aggregates and Human Resources areas. He headed Cemex’s operations in Egypt, our former Mediterranean Region operations, and more recently, our operations in the South, Central America, and the Caribbean region.
Education Mr. Muguiro Domínguez holds a B.A. degree in Management from San Pablo CEU University in Spain, a Law degree from the Universidad Complutense de Madrid, and an MBA from the Massachusetts Institute of Technology.
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AGE 52 |
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Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 1996
Tenure as President of Since 2019 Cemex Mexico |
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RICARDO NAYA BARBA
President of Cemex Mexico
Experience at Cemex and Other Relevant Experience Mr. Naya Barba has held several executive positions, including Vice President of Strategic Planning for the South, Central America and the Caribbean region, Vice President of Strategic Planning for the Europe, Middle East, Africa and Asia region, President of Cemex Poland and the Czech Republic, Vice President of Strategic Planning for the United States, Vice President of Commercial and Marketing in Mexico, Vice President of Distribution Segment Sales in Mexico, and most recently, President of Cemex Colombia.
Education Mr. Naya Barba holds a B.A. degree in Economics from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an MBA from the Massachusetts Institute of Technology.
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AGE 54 |
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Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 1993
Tenure as President of Cemex Europe, Since 2020 Middle East, Africa & Asia |
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SERGIO MAURICIO MENÉNDEZ MEDINA
President of Cemex Europe, Middle East, Africa & Asia
Experience at Cemex and Other Relevant Experience Mr. Menéndez Medina has held several executive positions, including Director of Planning and Logistics in Asia, Corporate Director of Commercial Development, President of Cemex Philippines, Vice President of Strategic Planning for the Europe, Middle East, Africa and Asia region, President of Cemex Egypt, Vice President of Infrastructure Segment and Government Sales in Mexico, and most recently, as Vice President of Distribution Segment Sales in Mexico.
Education Mr. Menéndez Medina holds a B.S. degree in Industrial Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an MBA from Stanford University.
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AGE 54 |
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Sex Male
Citizenship Mexican and Spanish
Nationality Mexican
Seniority Since 1998
Tenure as Executive Vice President of Since 2020 Strategic Planning and Business Development
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JOSÉ ANTONIO GONZÁLEZ
FLORES
Executive Vice President of Strategic Planning and Business
Development
Experience at Cemex and Other Relevant Experience Mr. González Flores has held executive positions in the Finance, Administration, Strategic Planning, and Corporate Communications and Public Affairs. Additionally, Mr. González Flores is a member of the board of directors of GCC and is an alternate director of the board of directors of Axtel, S.A.B. de C.V.
Education Mr. González Flores holds a B.S. degree in Industrial Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an MBA from Stanford University.
CEMEX • 2024 20-F REPORT • 275
| PART I |
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|
AGE 61 |
|
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 1996
Tenure as Executive Vice President of Since 2020 Digital and Organization Development
|
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|
|
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LUIS HERNÁNDEZ ECHÁVEZ
Executive Vice President of Digital and Organization
Development
Experience at Cemex and Other Relevant Experience Mr. Hernández Echávez has held senior management positions in Strategic Planning and Human Resources. In his current position, he heads the areas of Organization and Human Resources, Information Technology, Digital Innovation, as well as Cemex Ventures.
Education Mr. Hernández Echávez holds a B.S. degree in Civil Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey, a Master’s degree in Civil Engineering, and an MBA from the University of Texas at Austin.
CEMEX • 2024 20-F REPORT • 276
| PART I |
||||
|
AGE 66 |
|
|
|
Sex Male
Citizenship American
Nationality American
Seniority Since 2000
Tenure as Executive Vice President of Finance and Since 2020 Administration and Chief Financial Officer |
||
MAHER AL-HAFFAR
Executive Vice President of Finance and Administration and
Chief Financial Officer
Experience at Cemex and Other Relevant Experience Mr. Al-Haffar has held several executive positions, including Managing Director of Finance, Head of Investor Relations, and most recently, Executive Vice President of Investor Relations, Corporate Communications and Public Affairs.
Additionally, he is a member of the UN Global Compact CFO Coalition for the SDGs, was a member of the NYSE Advisory Board and, before joining Cemex, he spent 19 years with Citicorp Securities Inc. and with Santander Investment Securities as an investment banker and capital markets professional.
Education Mr. Al-Haffar holds a B.S. degree in Economics from the University of Texas and a Master’s degree in International Relations and Finance from Georgetown University.
CEMEX • 2024 20-F REPORT • 277
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|
AGE 50 |
|
|
|
Sex Male
Citizenship Mexican and German
Nationality Mexican
Seniority Since 1996
Tenure as Executive Vice President of Since 2021 Corporate Affairs, Enterprise Risk Management and Social Impact
|
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|
|
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MAURICIO DOEHNER COBIÁN
Executive Vice President of Corporate Affairs, Enterprise Risk
Management and Social Impact
Experience at Cemex and Other Relevant Experience Mr. Doehner Cobián has held several executive positions in areas such as Strategic Planning and Enterprise Risk Management for Europe, Asia, the Middle East, South America and Mexico, and most recently Executive Vice President of Corporate Affairs and Enterprise Risk Management.
Additionally, he has also worked in the public sector within the office of the Mexican Presidency. Mr. Doehner was president of the Mexican National Cement Chamber (Cámara Nacional del Cemento) between 2017 and 2019, Vice President of the Transformation Industry Chamber (CAINTRA—Cámara de la Industria de Transformación) between 2012 and 2013. He is currently Vice President of Social Responsibility and Vertebration of the Mexican Employers Confederation (COPARMEX—Confederación Patronal de la República Mexicana), and member of the board of directors of Vista Oil & Gas, S.A.B. de C.V., Instituto Tecnológico y de Estudios Superiores de Monterrey’s Escuela de Ciencias Sociales y Gobierno (formerly EGAP), Trust for the Americas and Museo de Arte Contemporáneo de Monterrey, A.C.
Education Mr. Doehner Cobián holds a B.A. degree in Economics from the Instituto Tecnológico y de Estudios Superiores de Monterrey, an MBA from Instituto Panamericano de Alta Dirección de Empresas (IPADE) and IESE Business School of the University of Navarra in Madrid, and a Master’s in Public Administration from Harvard University.
CEMEX • 2024 20-F REPORT • 278
| PART I |
||||
|
AGE 59 |
|
|
|
Sex Male
Citizenship American
Nationality Spanish
Seniority Since 1998
Tenure as President of Cemex South, Central America Since 2019 and the Caribbean |
||
|
|
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JESÚS VICENTE GONZÁLEZ
HERRERA
President of Cemex South, Central America and the Caribbean
Experience at Cemex and Other Relevant Experience Mr. González Herrera has held several senior positions, including Corporate Director of Strategic Planning, Vice President of Strategic Planning in Cemex USA, President of Cemex Central America, President of Cemex UK and, more recently, Executive Vice President of Sustainability and Operations Development.
Education Mr. González Herrera holds a B.S. and an M.Sc. in Naval Engineering, both from the Polytechnic University of Madrid and an MBA from IESE—University of Navarra, Barcelona.
CEMEX • 2024 20-F REPORT • 279
| PART I |
||||
|
AGE 65 |
|
|
|
Sex Female
Citizenship American
Nationality American
Seniority Since 2006
Tenure as Executive Vice President of Investor Relations, Since 2021 Corporate Communications and Public Affairs |
||
|
|
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LOUISA (LUCY) P. RODRIGUEZ
Executive Vice President of Investor Relations, Corporate
Communications and Public Affairs
Experience at Cemex and Other Relevant Experience Ms. Rodriguez has held several executive positions including Head of Investor Relations. She has over 25 years of experience in international finance and capital markets.
Prior to Cemex, Ms. Rodríguez spent 15 years at Citibank and Santander where she was a capital markets professional in Emerging Markets and held various senior management roles. Additionally, she is a member of the board of directors of BDT & MSD Investment Corp, a $4 billion private credit fund in the U.S. In her early career, she also worked for KPMG, and she was previously a Certified Public Accountant.
Education Ms. Rodriguez holds a B.A. degree in Economics from Trinity College (Hartford, CT.), an MBA from New York University, and a Master’s from Columbia University School of International and Public Affairs.
CEMEX • 2024 20-F REPORT • 280
| PART I |
||||
|
AGE 61 |
|
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 1985
Tenure as Vice President of Since 1999 Comptrollership
|
||
|
|
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RAFAEL GARZA LOZANO
Vice President of Comptrollership
Experience at Cemex and Other Relevant Experience Mr. Garza Lozano is a member of the board of directors of the Mexican Council for Research and Development of Financial Reporting Standards (CINIF—Consejo Mexicano para la Investigación y Desarrollo de Normas de Información Financiera) and an alternate member of the board of directors of GCC.
Mr. Garza Lozano is a certified public accountant.
Education Mr. Garza Lozano has a Master’s degree in Administration and Finance from the Instituto Tecnológico y de Estudios Superiores de Monterrey. He also attended executive programs at Instituto Tecnológico Autónomo de México (ITAM), Instituto Panamericano de Alta Dirección de Empresas (IPADE), and Harvard University.
CEMEX • 2024 20-F REPORT • 281
| PART I |
||||
|
AGE 56 |
|
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 2000
Tenure as Senior Vice President Since 2017 of Legal
|
||
|
|
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ROGER SALDAÑA MADERO
Senior Vice President of Legal
Experience at Cemex and Other Relevant Experience Mr. Saldaña Madero joined Cemex in 2000 and served in different positions in the Legal Department of the Company. On March 30, 2017, he was appointed Cemex’s General Counsel and Secretary of Cemex’s Board of Directors and its Committees. Prior to joining Cemex, he served as Legal Counsel in Cydsa, S.A.B. de C.V. from 1995 to 2000 in the city of Monterrey, Mexico, was a foreign associate in the law firm Fried, Frank, Harris, Shriver & Jacobson, in New York, N.Y., USA from 1994 until 1995, and previously was Chief of the Double Taxation Department in Mexico’s Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) in Mexico City, Mexico.
Since 2022, Mr. Saldaña Madero has actively participated in the Global Compact Group of the United Nations Organization focused on corporate governance and its evolution. He also participated as a speaker in September 2023 in the United Nations Global Compact Leader Summit held in New York City. Additionally, he was invited by the Global Compact Group as an observer to the tenth working session of participating states of the United Nations Convention against Corruption of which Mexico is a signatory state.
Education Mr. Saldaña Madero is a graduate of the Universidad de Monterrey, A.C. with a degree in Law, holds a Master’s degree in Law (LL.M.) from Harvard University School of Law, and a diploma from Harvard University’s International Tax Program. Harvard University International Tax Program awarded Mr. Saldaña Madero a certificate of merit for research and writing for the dissertation “Transfer Pricing in Mexico, Current Status and Future Trends.” Mr. Saldaña Madero was an Organization of American States and Consejo Nacional de Ciencia y Tecnología scholar.
CEMEX • 2024 20-F REPORT • 282
| PART I |
||||
Senior Management Skill Matrix
CEMEX • 2024 20-F REPORT • 283
| PART i |
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CEMEX • 2024 20-F REPORT • 284
| PART I |
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Snapshot of the Board of Directors as of December 31, 2024
CEMEX • 2024 20-F REPORT • 285
| PART I |
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Board of Directors
Set forth below are the names, positions, and experience of the members of Cemex, S.A.B. de C.V.’s Board of Directors as of December 31, 2024. For information regarding the individuals that were appointed as members of Cemex, S.A.B. de C.V.’s Board of Directors and its Committees at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meeting held on March 25, 2025, see “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings—Ordinary General Shareholders Meeting.”
No alternate directors were elected at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meeting that took place on March 25, 2025. Members of Cemex, S.A.B. de C.V.’s Board of Directors serve for one-year terms.
|
AGE 68 |
DIRECTOR SINCE 1987 |
|
|
Executive Chairman Since 2014
Sex Male
Citizenship Mexican
Nationality Mexican
Type of Board Member Non-Independent
|
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ROGELIO ZAMBRANO LOZANO
Executive Chairman of Cemex, S.A.B. de C.V.’s Board of Directors
Board Memberships at Listed Entities N/A
Other Current Roles Mr. Zambrano Lozano is an alternate member of the board of directors of Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, a member of the Regional Council of Banco de México (Mexico’s central bank), a member of the Consejo Mexicano de Negocios, and a member of the board of trustees of the Instituto Tecnológico y de Estudios Superiores de Monterrey, as well as a visiting professor at this same university.
Experience Mr. Zambrano Lozano was President of the Finance Committee of Cemex’s Board of Directors from 2009 until March 2015.
Mr. Zambrano Lozano has been involved in the construction and building materials industries for over 40 years, as well as in various entrepreneurship matters in Mexico and the United States, after founding and serving as co-chief executive officer of Carza, S.A.P.I. de C.V., a leading real estate development company. With his vast experience and proven leadership, since his appointment as Executive Chairman of Cemex’s Board of Directors, Mr. Zambrano Lozano has been responsible for guiding Cemex’s global business strategy, particularly focusing on strengthening best corporate governance practices, based on a commitment to create lasting value for all Cemex’s stakeholders.
Mr. Zambrano Lozano supports various non-profit organizations related to education, health and entrepreneurship.
Education Mr. Zambrano Lozano holds a B.S. degree in Industrial and Systems Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey, and an MBA from the Wharton Business School of the University of Pennsylvania.
CEMEX • 2024 20-F REPORT • 286
| PART I |
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Board of Directors
|
AGE 70 |
DIRECTOR SINCE 2015 |
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Type of Board Member Non-Independent |
||
FERNANDO A. GONZÁLEZ OLIVIERI
Chief Executive Officer
Board Memberships at Listed Entities Mr. González Olivieri is a member of the board of directors of GCC and Axtel, S.A.B. de C.V., both Mexican corporations listed in Mexico.
Experience and Education See “Item 6—Directors, Senior Management and Employees—Senior Management and Directors—Senior Management.”
CEMEX • 2024 20-F REPORT • 287
| PART I |
||||
|
AGE 72 |
DIRECTOR SINCE 1983 |
|
|
Sex Male
Citizenship Mexican
Nationality Mexican and Spanish
Type of Board Member Independent |
||
| Tenure on Cemex’s Sustainability, Climate Action, Social Impact, and Diversity Committee
|
Member since 2014 and President since 2014
|
|
ARMANDO J. GARCÍA SEGOVIA
Board Memberships at Listed Entities Mr. García Segovia is a member of the board of directors of Promotora de Hoteles Norte 19, S.A.B. de C.V. (formerly Hoteles City Express, S.A.B. de C.V.) and an independent member of the board of directors of GCC, both of which are listed corporations in Mexico.
Other Current Roles Mr. García Segovia is a member of the board of directors of Innovación y Conveniencia, S.A. de C.V., PYOSA Industrias, S.A.P.I. de C.V. (both Mexican non-public corporations) and Universidad de Monterrey, A.C. He is a member of the Consejo de Participación Ciudadana de Parques y Vida Silvestre de Nuevo León, a non-profit entity with a sustainability agenda. Mr. García Segovia is the founder and chairman of the board of directors of Comenzar de Nuevo, A.C., a non-profit organization focused on the treatment, education, prevention, and research of eating behavior disorders and related diseases. Mr. García Segovia also serves as honorary consul in Monterrey of the Kingdom of Denmark.
Experience Mr. García Segovia worked at Cydsa, S.A.B. de C.V. (a Mexican listed corporation) and Conek, S.A. de C.V. (a Mexican non-public corporation). From 1985 to 2010, he held several positions at Cemex, including Director of Operations and Strategic Planning, Corporate Services, and Business Development, as well as Executive Vice President of Development, Technology, Energy and Sustainability. He was also vice president of the Mexican Employers’ Association (COPARMEX), chairman of the Private Sector Commission for Sustainable Development Studies (CESPEDES), member of the board of directors of the World Environmental Center (a non-profit organization), and vice president of the Patronato del Museo de la Fauna y Ciencias Naturales, A.B.P.
Mr. García Segovia brings to Cemex’s Board of Directors a broad knowledge of the technical and production aspects of the global building-materials industry, along with a deep commitment to sustainability, climate action and nature conservancy, that provides valuable leadership to Cemex’s sustainability and climate action strategy, a core component to Cemex’s long-term value creation objective.
Education Mr. García Segovia holds a B.S. degree in Mechanical Engineering and Administration from the Instituto Tecnológico y de Estudios Superiores de Monterrey, and an MBA from the University of Texas.
CEMEX • 2024 20-F REPORT • 288
| PART I |
||||
|
AGE 79 |
DIRECTOR SINCE 1985 |
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Type of Board Member Independent |
||
| Tenure on Cemex’s Corporate Practices and Finance Committee
|
Since 2015 |
|
RODOLFO GARCÍA MURIEL
Board Memberships at Listed Entities N/A
Other Current Roles Mr. García Muriel is the chief executive officer of Compañía Industrial de Parras, S.A. de C.V., chairman of the board of directors of Grupo Romacarel, S.A.P.I de C.V., (both are non-public corporations), and a member of the regional board of directors of Grupo Financiero Citibanamex (a non-public corporation).
Experience Mr. García Muriel was a member of the Audit Committee of Cemex’s Board of Directors from 2016 until March 2023 and the Finance Committee of Cemex’s Board of Directors from 2009 until March 2015.
Mr. García Muriel is a Mexican business leader with decades of experience and an outstanding record as founder, director, and president of major companies in the manufacturing, construction, transport, and communications industries. His vast business experience brings to Cemex’s Board of Directors useful knowledge in critical areas such as logistics and manufacturing as well as macroeconomic and market trends.
Education Mr. García Muriel holds a B.S. degree in Electric Mechanical Engineering from the Universidad Iberoamericana and completed specialized programs in Business Administration at both Harvard University, and the Anderson School of the University of California in Los Angeles.
CEMEX • 2024 20-F REPORT • 289
| PART I |
||||
|
AGE 69 |
DIRECTOR SINCE 2012 |
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Type of Board Member Independent |
||
| Tenure on Cemex’s Audit Committee Since 2015
|
||
| Tenure on Cemex’s Corporate Practices and Finance Committee
|
Member since 2015 and President since 2019
|
|
FRANCISCO JAVIER FERNÁNDEZ CARBAJAL
Board Memberships at Listed Entities Mr. Fernández Carbajal is a member of the board of directors of Alfa, S.A.B. de C.V. (a listed corporation in Mexico) and VISA, Inc. (NYSE listed corporation), as well as an alternate member of the board of directors of Fomento Económico Mexicano, S.A.B. de C.V. (a corporation listed in Mexico and on the NYSE).
Other Current Roles Mr. Fernández Carbajal is the chief executive officer of Servicios Administrativos Contry, S.A. de C.V. (a Mexican non-public corporation).
Experience Previously, Mr. Fernández Carbajal held positions at Grupo Financiero BBVA México S.A. de C.V., including deputy president of strategic planning, president of systems and operations, chief financial officer, and chief executive officer.
With a business career of more than 40 years and in-depth knowledge of specialized areas like payment systems and complex financial services worldwide, Mr. Fernández Carbajal brings to Cemex’s Board of Directors relevant insights in strategic planning and risk management, as well as in essential business functions, including financial reporting and competitive compensation mechanisms, which are fundamental to attracting and retaining talent.
Education Mr. Fernández Carbajal holds a B.S. degree in Electric Mechanical Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey, and an MBA from the Harvard Business School.
CEMEX • 2024 20-F REPORT • 290
| PART I |
||||
|
AGE 67 |
DIRECTOR SINCE 2015 |
|
|
Sex Male
Citizenship British
Nationality British
Type of Board Member Independent |
||
DAVID MANUEL MARTÍNEZ GUZMÁN
Board Memberships at Listed Entities Mr. Martínez Guzmán serves on the board of directors of Alfa, S.A.B. de C.V. and Vitro, S.A.B. de C.V., both of which are listed corporations in Mexico, and Sabadell Bank, a listed corporation in Spain.
Other Current Roles Mr. Martínez Guzmán is the founder and principal of Fintech Advisory Inc., as well as managing director of its London subsidiary, Fintech Advisory, Ltd., and member of the board of directors of ICA Tenedora, S.A. de C.V.
Experience Mr. Martínez Guzmán is the principal of Fintech Advisory Inc., which he founded in 1987. From 1984 to 1986, Mr. Martínez Guzmán worked as vice president, Latin America Sovereign Restructuring unit of Citibank, N.A. in New York, where he helped coordinate the 1984 Argentina Financing Plan. Since founding Fintech, Mr. Martínez Guzmán has participated, at times as the largest creditor, in most of the sovereign debt restructurings around the world, historically approaching sovereign restructurings with a collaborative approach to governments. Mr. Martínez Guzman also has a strong track record of successful involvement in corporate restructurings and debt exchanges, most often working with companies to ensure long-term viability and business continuity as a value recovering proposition. More recently, Mr. Martínez Guzmán has allocated a significant portion of Fintech’s position to private equity investments, successfully investing across multiple jurisdictions in Latin America, Asia, and Europe, and across a wide range of sectors, including telecom and media, utilities, industrials, infrastructure, construction, oil and gas, and financial institutions.
Mr. Martínez Guzmán brings a renowned worldwide expertise in the financial sector and global markets to Cemex’s Board of Directors, providing significant guidance on Cemex’s proactive financial management for deleveraging and improving the credit rating, as well as Cemex’s sustainable growth strategy.
Education Mr. Martínez Guzmán holds a B.S. degree in Mechanical and Electrical Engineering from the Universidad Nacional Autónoma de México (UNAM), a B.A. degree in Philosophy from the Universitas Gregoriana in Rome, Italy, and an MBA from Harvard Business School.
CEMEX • 2024 20-F REPORT • 291
| PART I |
||||
|
AGE 67 |
DIRECTOR SINCE 2015 |
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Type of Board Member Independent
|
||
ARMANDO GARZA SADA
Board Memberships at Listed Entities Mr. Garza Sada is a member of the board of directors of Alfa, S.A.B. de C.V., a listed corporation in Mexico with a presence in 25 countries, and a business portfolio that includes petrochemicals, refrigerated food, and energy. He is also a member of the board of directors of Alpek, S.A.B. de C.V., Nemak, S.A.B. de C.V., Axtel, S.A.B. de C.V., El Puerto de Liverpool, S.A.B. de C.V., and Grupo Lamosa, S.A.B. de C.V., all of which are listed corporations in Mexico.
Other Current Roles Mr. Garza Sada is an alternate member of the board of directors of Grupo Financiero BBVA México, S.A. de C.V. (a private financial institution).
Experience Mr. Garza Sada’s decades of experience at the highest corporate level in top-ranked companies provides Cemex’s Board of Directors with a unique insight on the global economic landscape, and a hands-on experience to best align Cemex’s business strategy with its day-to-day operations.
Education Mr. Garza Sada holds a B.S. degree in Industrial Engineering from the Massachusetts Institute of Technology and an MBA from Stanford University.
CEMEX • 2024 20-F REPORT • 292
| PART I |
||||
|
AGE 81 |
DIRECTOR SINCE 2016 |
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Type of Board Member Independent
|
||
|
Tenure on Cemex’s Audit Committee
|
Member since 2018 and President since 2019 |
|
EVERARDO ELIZONDO ALMAGUER
Board Memberships at Listed Entities Mr. Elizondo Almaguer is a member of the board of directors of Compañía Minera Autlán, S.A.B. de C.V., and of Gruma, S.A.B. de C.V., both of which are listed corporations in Mexico.
Other Current Roles Mr. Elizondo Almaguer is a professor of Macroeconomics at EGADE Business School of the Instituto Tecnológico y de Estudios Superiores de Monterrey and at the School of Economics of the Universidad Autónoma de Nuevo León (UANL). He is also a member of the board of directors of Afore XXI-Banorte, S.A. and Rassini, S.A.P.I. de C.V. (both are non-public corporations).
Experience Mr. Elizondo Almaguer qualifies as a “financial expert” for purposes related to the Sarbanes-Oxley Act of 2002 (“SOX”).
Mr. Elizondo Almaguer served as deputy governor of the Banco de México (Mexico’s central bank) from 1998 to 2008. Before that, he was the director for Economic Studies at Alfa, S.A.B. de C.V. (a Mexican listed company), and at Grupo Financiero BBVA México S.A. de C.V. (a private financial institution). He founded and was the director of the Graduate School of Economics of the Universidad Autónoma de Nuevo León.
With a distinguished professional career as a financial analyst, exemplary public official and academic scholar, Mr. Elizondo Almaguer is a financial expert and brings to Cemex’s Board of Directors extensive knowledge of the financial system and the international macroeconomic environment, providing insights to ensure Cemex’s full observance of best corporate practices, and identify new business opportunities.
Education Mr. Elizondo Almaguer holds a B.A. degree in Economics from the Universidad Autónoma de Nuevo León, a Master’s in Economics from the University of Wisconsin-Madison, a certificate from Harvard University’s International Tax Program and an Honoris Causa Doctorate from the Universidad Autónoma de Nuevo León.
CEMEX • 2024 20-F REPORT • 293
| PART I |
||||
|
AGE 69 |
DIRECTOR SINCE 2017 |
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Type of Board Member Non-Independent
Tenure on Cemex’s Sustainability, Climate Action, Social Impact, and Diversity Committee Since 2017 |
||
|
|
||
MARCELO ZAMBRANO LOZANO
Board Memberships at Listed Entities Mr. Zambrano Lozano is a member of the technical committee of one of Go Proyectos, S.A. de C.V.’s development trusts, known by its ticker symbol as CARZACK 18, which is listed in Mexico.
Other Current Roles Mr. Zambrano Lozano is a founding partner and executive chairman of the board of directors of Carza, S.A.P.I. de C.V., a recognized real estate development non-public corporation in the residential, commercial, and industrial sectors. Additionally, Mr. Zambrano Lozano is a founding partner and member of the board of directors of Proyectos Industriales Carza a company dedicated to the construction, sale, and rental of subdivisions and industrial spaces. He is a member of the board of directors of Grupo Vigia, S.A. de C.V. (a Mexican non-public corporation dedicated to distribution of gas, fuel, and other oil derivatives) and GreenPaper (Productora de Papel, S.A. de C.V.), a Mexican non-public corporation dedicated to the fabrication and distribution of paper. He is also a member of the general board of Universidad de Monterrey, A.C.
Experience Mr. Zambrano Lozano’s knowledge of the real estate and construction industries in Mexico and the United States provides Cemex’s Board of Directors with an insightful view of major trends shaping the sector globally, particularly in key areas such as logistics and supply-chain development, helping Cemex anticipate the evolving needs of its customers in the aforementioned markets.
Education Mr. Zambrano Lozano holds a B.A. degree in Marketing from the Instituto Tecnológico y de Estudios Superiores de Monterrey.
CEMEX • 2024 20-F REPORT • 294
| PART I |
||||
|
AGE 77 |
DIRECTOR SINCE 2017 |
|
|
Sex Male
Citizenship Mexican
Nationality Mexican and Spanish
Type of Board Member Independent
Tenure on Cemex’s Corporate Practices and Finance Committee Since 2024 |
||
|
|
||
RAMIRO GERARDO VILLARREAL MORALES
Board Memberships at Listed Entities Mr. Villarreal Morales is a member of the board of directors of Andean Precious Metals, a company listed on the Toronto Stock Exchange. He is also a member of the board of directors, the audit committee and the corporate practices committee of Vinte Viviendas Integrales, S.A.B. de C.V., and a member of the board of directors and alternate member of the audit and corporate practices committee of GCC, two public corporations listed in Mexico.
Other Current Roles Mr. Villarreal Morales is a member of the advisory board of Arendal (a non-public corporation in the construction industry).
Experience Mr. Villarreal Morales joined Cemex in 1987 as General Legal Director, and subsequently served in various positions, including Executive Vice President of Legal and Advisor to the Chairman of Cemex’s Board of Directors and the Chief Executive Officer until December 2017.
Previously, he served on the board of directors of Banco Bancrea, S.A., Institución de Banca Múltiple, a Mexican bank, and as deputy managing director of the regional bank division of Banpaís, where he was responsible for the operation of the bank’s 121 branches, the trust and legal departments.
Until February 2012, he was the secretary of the board of directors of Enseñanza e Investigación Superior, A.C., a non-profit managed by the Instituto Tecnológico y de Estudios Superiores de Monterrey.
He served as Secretary of Cemex’s Board of Directors from 1995 to March 30, 2017.
With over 50 years of professional experience in different countries where Cemex has operations and in Cemex’s governing bodies, in the banking and financial sector, and as a member of the audit committee of other listed companies, Mr. Villarreal Morales qualifies as a “financial expert” for purposes related to SOX, and provides Cemex’s Board of Directors with key guidance on regulatory and legal matters, as well as international financial transactions and financial and accounting compliance, helping to ensure strict observance of all applicable laws and relevant accounting standards and principles.
Education Mr. Villarreal Morales holds a B.A. degree in Law from the Universidad Autónoma de Nuevo León, and a Master’s in Finance from the University of Wisconsin-Madison.
CEMEX • 2024 20-F REPORT • 295
| PART I |
||||
|
AGE 75 |
DIRECTOR SINCE 2018 |
|
|
Sex Male
Citizenship Spanish
Nationality Brazilian
Type of Board Member Independent
Tenure on Cemex’s Audit Committee Since 2023 |
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GABRIEL JARAMILLO SANINT
Board Memberships at Listed Entities Mr. Jaramillo Sanint is a member of the board of directors of Minerva Foods, a listed corporation in Brazil.
Other Current Roles Mr. Jaramillo Sanint is the founder and director of a sustainable economic development program in the Orinoco Basin in Colombia. He is also a member of the board of directors of Centro Hospitalario Tatama (Colombia) (a non-profit organization), Medicines for Malaria Ventures (a non-profit organization) based in Geneva, Switzerland, and Banco BTG Pactual, Colombia and of Aliar, S.A. (an agro-industrial company dedicated to pig farming).
Experience Previously, Mr. Jaramillo Sanint served as chairman of the board of directors and chief executive officer of Santander USA (formerly Sovereign Bank), Banco Santander Brasil, and Banco Santander Colombia, and as CEO of Citibank Mexico, and Citibank Colombia. Since retiring, he has focused on health-related philanthropic work, leading the transformation of the Global Fund to Fight AIDS, Tuberculosis and Malaria, which raised $13 billion from 2017 to 2020.
From October 2012 to April 2018, he was a member of the board of directors and president of the audit committee of Cemex Latam Holdings, S.A., a company listed on the Colombian Securities Exchange at the time.
With an outstanding career of more than 35 years in South America, Mexico and the United States, Mr. Jaramillo Sanint not only brings to Cemex’s Board of Directors extensive experience in complex financial matters, but also in sustainability, health and safety, as well as corporate social responsibility, a pillar of Cemex’s global strategy to achieve sustainable growth and create lasting value.
Education Mr. Jaramillo Sanint holds a B.A. degree in Marketing and an MBA from California State University. In 2015, Mr. Jaramillo Sanint received honorary degrees from the Universidad Autónoma de Manizales in Colombia and Northeastern University.
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AGE 64 |
DIRECTOR SINCE 2019 |
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Sex Female
Citizenship Spanish
Nationality Spanish
Type of Board Member Independent
Tenure on Cemex’s Sustainability, Climate Action, Social Impact, and Diversity Committee Since 2023 |
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ISABEL MARÍA AGUILERA NAVARRO
Board Memberships at Listed Entities Mrs. Aguilera Navarro is a member of the board of directors of Oryzon Genomics, S.A., a listed corporation in Spain.
Other Current Roles Mrs. Aguilera Navarro is an independent consultant and executive in residence at the Esade Business School in Barcelona. She is a member of the board of directors of the Spanish multinational state-owned entity Canal de Isabel II, which manages the water supply infrastructure of Madrid, Spain and has operations in South America. She is also a member of the board of directors of Making Science, a company listed on the BME Growth market.
Experience Mrs. Aguilera Navarro was president of General Electric Spain and Portugal from 2008 to 2009, general manager of Google Inc. (now Alphabet) Spain and Portugal from 2006 to 2008, operations director of NH Hotel Group, S.A. from May 2002 to June 2005, and general director of Dell Computer Corporation for Spain, Italy and Portugal from March 1997 to May 2002. She has also served as an advisor to various Spanish non-profit organizations, including the Instituto de Empresa, and the Asociación para el Progreso de la Gestión. She was a member of the advisory board of Farmaindustria, Ikor, and Pelayo Mutua de Seguros, and a business entrepreneur from 2009 to 2012 at Twindocs International. Previously, she was a board member of Indra, Banco BMN, Aegón Seguros, Banca Farmafactoring S.p.A., Hightech Payment System S.A., Lar España, and Clínica Baviera.
With her experience in multinational corporations in Europe, Mrs. Aguilera Navarro brings to Cemex’s Board of Directors guidance on the overall global business landscape and an informed view on innovation, entrepreneurship, technological and digitalization issues, from customer-centric platforms to organizational processes and essential corporate functions, a key element of Cemex’s digital strategy. In addition, she brings important insights in urban planning and a critical customer influencer, architects.
Education Mrs. Aguilera Navarro holds a B.A. degree in Architecture and Urban Planning from the Escuela Técnica Superior de Arquitectura de Sevilla (ETSA), an MBA from the IE Business School, a Program for Management Development (PMD) from the IESE Business School, and has a Specialization Diploma in the Metaverse from The Valley Digital Business School in Madrid and a Diploma in Museum Management from ELBS School. Likewise, she completed the Environmental, Social and Governance (ESG) and Corporate Finance for Board Members modules at the Esade Business School in Barcelona.
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AGE 62 |
DIRECTOR SINCE 2023 |
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Sex Female
Citizenship Mexican
Nationality Mexican and Spanish
Type of Board Member Independent
Tenure on Cemex’s Sustainability, Climate Action, Social Impact, and Diversity Committee Since 2023 |
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MARÍA DE LOURDES MELGAR PALACIOS
Board Memberships at Listed Entities Dr. Melgar Palacios is a member of the board of directors of Smurfit Westrock Group PLC, an Irish conglomerate incorporated in Ireland, listed on the NYSE and the London Stock Exchange. Prior to the merger with Westrock, from 2020 to July 2024, she was a member of the board of directors of Smurfit Kappa Group PLC.
Other Current Roles Dr. Melgar Palacios is a member of the board of directors of Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México. She is a researcher affiliated with the Center of Collective Intelligence at the Massachusetts Institute of Technology and nonresident researcher at the Baker Institute Center for Energy Studies. She is a member of the board of directors of Mount Holyoke College (academic institution). Additionally, she is a member of the board of directors of the following non-profit organizations: Global Energy Alliance for People and Planet, the Natural Resource Governance Institute, and Chapter Zero Mexico. Dr. Melgar Palacios is a member of the International Women’s Forum, having chaired the Mexican Local Forum from 2016 to 2018.
Experience From 1994 to 1996, Dr. Melgar Palacios was Director of Economic Relations with Central America and the Caribbean, and from 1996 to 1997, Counselor at the Permanent Mission of Mexico in the Organization of American States. From 1997 to 2005, she was a career member of the Mexican Foreign Service. From 1998 to 2002, she served as the general director of the International Affairs of the Ministry of Energy, having participated in the strategy and negotiation to stabilize the international oil market, and led the energy sector in the Continental Shelf Delimitation Treaty with the United States in the Western Gulf of Mexico (Doughnut Hole). From 2005 to 2007, she served as Minister at the Mexican permanent mission to the Organization for Economic Co-Operation and Development, overseeing the coordination of various topics and representing Mexico in meetings regarding matters such as corporate governance, anticorruption, sustainable development, among others. Subsequently, during the process of design, negotiation and implementation of the Energy Reform of 2013, she served as Undersecretary of Electricity from December 2012 to February 2014 and as Undersecretary of Hydrocarbons from February 2014 to July 2016, at the Ministry of Energy of Mexico. Dr. Melgar Palacios also held the Robert E. Wilhelm chair at the Massachusetts Institute of Technology.
Her academic and professional experience, as well as her experience in nonprofit organizations and matters related to energy, sustainability, climate action, and corporate governance, provides Cemex’s Board of Directors with a unique perspective on said matters, all of which are key components for Cemex’s future.
Education Dr. Melgar Palacios holds a B.A. in International Relations and Comparative Literature from Mount Holyoke College and studied at the Paris Institute of Political Studies (Sciences Po). She completed diplomatic studies at the Instituto Matías Romero de Estudios Diplomáticos, graduating as a member of the 1997 class of the Mexican Foreign Service. She also holds a Master’s and a PhD in Political Science with a specialization in Political Economy, both from the Massachusetts Institute of Technology.
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Board of Directors Skill Matrix Familial relationships among members of Cemex, S.A.B.
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de C.V.’s Board of Directors
| • | Rogelio Zambrano Lozano |
Mr. Rogelio Zambrano Lozano (Executive Chairman of Cemex, S.A.B. de C.V.’s Board of Directors) has a familial relationship with Mr. Marcelo Zambrano Lozano.
| • | Marcelo Zambrano Lozano |
Mr. Marcelo Zambrano Lozano has a familial relationship with Mr. Rogelio Zambrano Lozano (Executive Chairman of Cemex, S.A.B. de C.V.’s Board of Directors).
| • | Armando J. García Segovia |
Mr. Armando J. García Segovia has a familial relationship with Mr. Rodolfo García Muriel.
| • | Rodolfo García Muriel |
Mr. Rodolfo García Muriel has a familial relationship with Mr. Armando J. García Segovia.
Senior Management and Board Composition
The composition of our Senior Management and Board of Directors, as well as certain information regarding the areas of expertise and seniority of their members as of December 31, 2024, is addressed in this section.
Senior Management
Sex
As of December 31, 2024, our senior management was comprised of 12 members, of which 92% were men and 8% were women.
Seniority (in years at the Company)
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As of December 31, 2024, our senior management’s average years at the Company was 28 years.
Board of Directors
Sex
As of December 31, 2024, our Board of Directors was comprised of 13 members, of which 85% were men and 15% were women.
Tenure (in years as a member of the Board of Directors)
As of December 31, 2024, our Board of Directors’ average tenure was 15 years.
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Independence
As of December 31, 2024, our Board of Directors was comprised of 13 members, of which 23% were considered to be non-independent and 77% were considered to be independent.
As of December 31, 2024, there were no alternate members of Cemex, S.A.B. de C.V.’s Board of Directors.
Board Practices
Pursuant to the Mexican Securities Market Law (Ley del Mercado de Valores) (the “Mexican Securities Market Law”), Cemex, S.A.B. de C.V.’s management is the responsibility of its Board of Directors and its chief executive officer. The Mexican Securities Market Law and Cemex, S.A.B. de C.V.’s by-laws (estatutos sociales) together set forth the fiduciary duties of the members of Cemex, S.A.B. de C.V.’s Board of Directors, who are required:
| • | to perform their duties in a value-creating manner for the benefit of Cemex without favoring a specific shareholder or group of shareholders; |
| • | to act diligently and in good faith by adopting informed decisions; |
| • | to maintain the confidentiality of the information and matters of which they become aware in their capacity as directors, when such information or matters are not of public knowledge; |
| • | to abstain from discussions and voting relating to matters in which they have an interest; |
| • | to abstain from engaging in illicit acts or activities; and |
| • | to act in a manner consistent with the duty of care and the duty of loyalty. |
The Mexican Securities Market Law also specifies that the duties of surveillance over our business are the responsibility of the board of directors, which are fulfilled by the Corporate Practices and Finance Committee and the Audit Committee, as well as through the external auditor who audits the entity’s financial statements, each within its professional role.
Pursuant to the Mexican Securities Market Law and Cemex, S.A.B. de C.V.’s by-laws, at least 25% of its directors must qualify as independent directors. As of December 31, 2024, Cemex, S.A.B. de C.V.’s Board of Directors was comprised of 13 members, of which ten were independent and three were non-independent under the standards of the Mexican Securities Market Law.
Other than any contractual arrangements entered into with any member of Cemex, S.A.B. de C.V.’s Board of Directors while employed by us, which provide or may provide for retirement and pension benefits or other compensation upon termination of employment, Cemex, S.A.B. de C.V. has not entered into any contracts with its directors that provide for benefits upon termination of their directorship.
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During 2024, our Board of Directors met five times to discuss and consider a wide range of relevant issues, with a board meeting attendance of approximately 98%.
The Audit Committee, the Corporate Practices and Finance Committee, and Other Committees
The Mexican Securities Market Law requires Cemex, S.A.B. de C.V.’s Board of Directors to have an audit committee and a corporate practices committee comprised entirely of independent directors. In compliance with such requirement, Cemex, S.A.B. de C.V. has an Audit Committee and a Corporate Practices and Finance Committee.
Based on the Mexican Securities Market Law, our by-laws, and the activities conducted, in 2024, Cemex, S.A.B. de C.V.’s Audit Committee was responsible for:
| • | evaluating internal controls and procedures and identifying deficiencies; |
| • | following up with corrective and preventive measures in response to any non-compliance with operation and accounting guidelines and policies; |
| • | evaluating the performance of external auditors and analyzing the reports, opinions, and other information issued by such external auditors; |
| • | describing and valuing non-audit services performed by external auditors; |
| • | reviewing financial statements and determining if their approval should be recommended to the Board of Directors; |
| • | informing the Board of Directors of the state of the company’s internal control, internal audit, and accounting systems, including any breaches detected; |
| • | supporting the Board of Directors in producing different reports submitted to the shareholders; |
| • | assessing the effects of any modifications to the accounting policies approved during any fiscal year; |
| • | overseeing measures adopted as a result of any observations made by shareholders, directors, executive officers, employees or any third parties with respect to accounting, internal control, and internal and external audit, as well as any complaints regarding management irregularities; |
| • | supervising complaints raised by employees, third parties and other stakeholders to report ethical, corruption, and/or compliance matters utilizing confidential methods and other whistleblowing mechanisms through Cemex’s reporting system, and of disciplinary measures taken; |
| • | ensuring compliance by the Chief Executive Officer with the resolutions adopted by the shareholders and Board of Directors; |
| • | analyzing the risks identified by independent auditors, accounting, internal control, and process assessment areas; |
| • | reviewing the state of Cemex’s compliance systems and measures taken to strengthen them; and |
| • | reviewing main regulatory matters and legal proceedings, and compliance with applicable securities laws and regulations in Mexico and in the U.S.; |
| • | reviewing internal audits and deficiencies around operative risks, and approval of evaluation plans to mitigate operative risks and self-audits; |
| • | review of cybersecurity and AI information, risks and internal controls; and |
| • | reviewing the most relevant transactions and matters during the calendar year. |
During 2024, our Audit Committee met five times to discuss and consider a wide range of relevant issues, with a meeting attendance of 100%.
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Based on the Mexican Securities Market Law, our by-laws, and the activities conducted in 2024, Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee was responsible for:
| • | performing the role of a nomination and compensation committee, mainly by evaluating the employment and compensation of the Chief Executive Officer and the Executive Chairman of the Board and reviewing the hiring and compensation policies for executive officers; |
| • | reviewing policies regarding use of corporate assets; |
| • | reviewing unusual or material transactions; |
| • | evaluating waivers granted to directors or executive officers regarding participation in and benefiting from corporate opportunities; |
| • | evaluating merger and acquisitions opportunities as well as asset sales, including financial and related transactions; |
| • | evaluating Cemex’s financial results; |
| • | reviewing the variable compensation plans and results of variable compensation in the different business units; |
| • | reviewing proposals on donations, related party transactions, conflict of interest, authorizations to acquire equity securities representing Cemex’s capital stock in compliance with the measures regarding equity thresholds in Cemex set forth in Cemex’s by-laws, derivative transactions, among other matters and recommendations to the Board of Directors; and |
| • | reviewing the financial plans, budget, financial strategy and its implementation, including the review of our growth strategy, advances in divestments, growth of business segments, financial transactions, and Cemex’s global risk agenda. |
During 2024, our Corporate Practices and Finance Committee met four times to discuss and consider a wide range of relevant issues, with a meeting attendance of 100%.
Under Cemex, S.A.B. de C.V.’s by-laws and the Mexican Securities Market Law, all members of the Audit Committee and the Corporate Practices and Finance Committee, including their respective presidents, are required to be independent directors. The President of the Audit Committee and the Corporate Practices and Finance Committee shall be appointed and removed from his or her position only by a resolution of the shareholders adopted at a duly convened general shareholders’ meeting, and the rest of the members may only be appointed or removed by a resolution of the shareholders adopted at a duly convened general shareholders’ meeting or by resolution of the Board of Directors, following a recommendation from the Chairman of the Board of Directors.
Set forth below are the names of the members of Cemex, S.A.B. de C.V.’s Audit Committee and Corporate Practices and Finance Committee as of December 31, 2024. For information regarding the individuals that were appointed as members of Cemex, S.A.B. de C.V.’s Audit Committee and Corporate Practices and Finance Committee at Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meeting held on March 25, 2025, see “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings.” Each member of the committees is an independent director under Mexican Securities Market Law standards. The terms of the members of the Committees are indefinite. Everardo Elizondo Almaguer qualifies as an “audit committee financial expert” for purposes of SOX. See “Item 16A—Audit Committee Financial Expert.”
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AUDIT COMMITTEE:
| Everardo Elizondo Almaguer |
President | |||
| Francisco Javier Fernández Carbajal |
Member | |||
| Gabriel Jaramillo Sanint |
Member | |||
CORPORATE PRACTICES AND FINANCE COMMITTEE:
| Francisco Javier Fernández Carbajal |
President | |||
| Rodolfo García Muriel |
Member | |||
| Ramiro Gerardo Villarreal Morales |
Member | |||
In addition, Cemex, S.A.B. de C.V. has had a Sustainability, Climate Action, Social Impact, and Diversity Committee (originally named Sustainability Committee) since 2014. On March 26, 2020, Cemex, S.A.B. de C.V. held an ordinary general shareholders’ meeting in which the shareholders for the first time approved the appointment of the members of the Sustainability, Climate Action, Social Impact, and Diversity Committee. Since then, the appointment of the members of the Sustainability, Climate Action, Social Impact, and Diversity Committee has been approved annually at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meeting. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings.”
Based on our by-laws, and the activities conducted in 2024, Cemex, S.A.B. de C.V.’s Sustainability, Climate Action, Social Impact, and Diversity Committee was responsible for:
| • | overseeing sustainability and social responsibility policies, strategies and programs; |
| • | reviewing Cemex’s sustainability risk agenda; |
| • | evaluating the effectiveness of sustainability programs and initiatives; |
| • | providing assistance to the Chief Executive Officer and senior management team regarding the strategic direction on sustainability and social responsibilities model; |
| • | identifying the main risks concerning sustainability-related matters and overseeing mitigating actions; |
| • | endorsing a model of sustainability, priorities, and key indicators, including our “Future in Action” climate action program; |
| • | reviewing the structure of, content and overall performance set forth in Cemex’s integrated reports; |
| • | reviewing notes to the financial statements related to Cemex’s climate action, as well as on CO2 emissions and sustainable financing; |
| • | reviewing the progress in achieving our sustainability objectives for 2025 and 2030; |
| • | following up on the progress of Cemex’s “Future in Action” climate action program; |
| • | reviewing the communication strategy in sustainability issues; |
| • | reviewing key sustainability performance indicators (e.g., climate action, H&S, water and biodiversity, circular economy, social impact), benchmarking with industry peers, and Cemex’s ESG rankings and ratings; and |
| • | reviewing Cemex’s plans, actions, business models, and 2030 targets regarding circular economy. |
During 2024, our Sustainability, Climate Action, Social Impact, and Diversity Committee met four times to discuss and consider a wide range of relevant issues, with a meeting attendance of approximately 94%.
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Set forth below are the names of the members of Cemex, S.A.B. de C.V.’s Sustainability, Climate Action, Social Impact, and Diversity Committee as of December 31, 2024. For information regarding the individuals that were appointed as members of Cemex, S.A.B. de C.V.’s Sustainability, Climate Action, Social Impact, and Diversity Committee at Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meeting held on March 25, 2025, see “Item 5—Operating and Financial Review and Prospects—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings.” The terms of the members of the Committee are indefinite.
SUSTAINABILITY, CLIMATE ACTION, SOCIAL IMPACT, AND DIVERSITY COMMITTEE:
| Armando J. García Segovia |
President | |||
| Marcelo Zambrano Lozano |
Member | |||
| Isabel María Aguilera Navarro |
Member | |||
| María de Lourdes Melgar Palacios |
Member | |||
Compensation of Cemex, S.A.B. de C.V.’s Directors and Members of Our Senior Management
For the year ended December 31, 2024, the aggregate amount of compensation we paid to all members of Cemex, S.A.B. de C.V.’s management was $48 million, which amount includes compensation paid to the members of our Board of Directors for attending meetings of the Board of Directors and its Committees, the salaries of our senior management, including of our Chief Executive Officer, and the salary of the Executive Chairman of our Board of Directors. Of the $48 million that we paid to members of Cemex, S.A.B. de C.V.’s management, $31 million was paid as base compensation and cash-based performance bonuses, including pension and post-employment benefits, and $17 million corresponds to stock-based long-term compensation.
The following table discloses the amount of compensation paid to our Senior Management for the years ended December 31, 2024, 2023 and 2022:
| Year |
Average Total Compensation paid to our Senior Management(1)(2) |
Average Adjusted Compensation paid to our Senior Management(1)(3) |
Consolidated Net Income (Loss) (Millions of Dollars) |
Most significant financial measure |
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| 2024 |
3.7 million | 4.6 million | 960 | CVA | ||||||||||||
| 2023 |
5.0 million | 7.6 million | 199 | CVA | ||||||||||||
| 2022 |
3.1 million | 3.4 million | 885 | CVA | ||||||||||||
| (1) | Our Senior Management includes our Executive Committee members, our Vice President of Comptrollership and our Senior Vice President of Legal. |
| (2) | The amount of “Average Total Compensation paid to our Senior Management” includes paid salary, bonuses, stock awards, (including, but not limited to, our Key Value Positions Plan (“KVP Plan”) and the Performance Plan, as defined below), our Variable Compensation Plan (“VCP”), and other compensation benefits. |
| (3) | The “Average Adjusted Compensation paid to our Senior Management” is the Average Total Compensation paid to our Senior Management, adjusted to consider the addition or subtraction, as applicable, of equity award value as follows: (i) for awards granted in the covered fiscal year which are outstanding and unvested at year end, the fair value as of the end of the applicable year; (ii) for awards granted in prior fiscal years that are outstanding and unvested at the end of the applicable year, the amount equal to the change in fair value as of the end of the applicable year (from the end of the prior year); (iii) for awards granted in the applicable year that vest in the year of the grant, the fair value as of the vesting date; and (iv) for awards granted in prior years that vest during the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the year). |
To calculate the correlation between the compensation paid to our Senior Management and Cemex, S.A.B. de C.V.’s performance for the year ended December 31, 2024, we used the following financial and other measures: (i) cash value added (“CVA”); (ii) total shareholder return; and (iii) our CO2 Emissions Component (as defined below). For the years ended December 31, 2024, 2023 and 2022, CVA was the most significant financial measure that we used to determine the compensation paid to our Senior Management. For more information on our CVA and CO2 Emissions Component, see “Item 6—Directors, Senior Management, and Employees—Compensation of Cemex, S.A.B. de C.V.’s Directors and Members of Our Senior Management—Variable Compensation Plan.”
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Variable Compensation Plan
Our VCP is a non-equity incentive compensation plan available to our senior management. The terms of the VCP are based on CVA, which is calculated by subtracting depreciation and capital charge from our operating cash flow. A positive CVA means that revenues were greater than costs, including our cost of capital, whereas a negative CVA means that revenues were not sufficient to cover such costs. Members of Senior Management who achieve a positive CVA result with respect to our specific annual target goals will generally receive higher compensation under the VCP.
Additionally, the terms of our VCP consider performance metrics that include a combination of the employee’s business unit, regional and consolidated global results in comparison to our specific annual target goals, including certain health and safety and sustainability-related factors. Moreover, the evaluation process considers each member of senior management’s individual performance assessment, along with his or her supervisor’s input. Since 2022, our VCP includes a new variable related to carbon reduction goals that could have an impact ranging from -10% to +10% in the total cash payout of the annual VCP (the “CO2 Emissions Component”). As of December 31, 2024, 4,800 executives participated in the VCP.
Each senior management position has a target variable compensation payout of his or her budgeted compensation, which is expressed as a percentage of such executive’s annual base pay. This target variable compensation amount varies according to the executive’s level in the Company.
Every year, specific annual target goals are set after considering local business expectations and the volatility of each of our operations. This allows us to maintain an objective criteria across our operations. Depending on our results and executives’ performance in comparison to our objectives and specific annual target goals, the annual target variable compensation incentive can range from 0% for poor results and performance to up to a maximum of 200% for exceptional results and performance.
In 2024, consolidated CVA resulted in a VCP payout of 198.8%, or $130.5 million.
Restricted Stock Incentive Plan
We maintain the Restricted Stock Incentive Plan (“RSIP”) to grant equity-based and cash awards to eligible employees. In 2023, the RSIP was amended to allow for the granting and vesting of awards in ADSs. Under the terms of the RSIP, eligible employees are allocated a specific number of restricted CPOs or ADSs as variable compensation to be vested over a four-year period. CPOs and ADSs, as applicable, to cover the RSIP are issued or purchased in the secondary market. The CPOs and ADSs, as applicable, are held in an individual account with a third-party supplier. At the end of each year during such four-year period, the restrictions lapse with respect to 25% of the allocated CPOs or ADSs and such CPOs or ADSs become freely transferable and subject to withdrawal from the trust. The RSIP has been applied to applicable participants since 2009.
As of the date of this annual report, we have four compensation programs that conform the RSIP: the “Ordinary Plan,” the “KVP Plan,” the “Performance Plan,” and the “Extraordinary Management Grant.” Only our most senior executives in key value positions participate in the KVP Plan and the Performance Plan.
As of the date of this annual report, approximately 755 of our employees participate in the Ordinary Plan. The annual award under the Ordinary Plan is calculated based on the result of the gross annual guaranteed compensation of the participants in Dollars as of May 31 of each calendar year, times a management factor depending on the level of the participant and divided by the last 90-day average closing price, converted into Dollars, of CPOs or ADSs, as applicable, as of June 30 of such calendar year. No member of our senior management participated in the Ordinary Plan.
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Our KVP Plan establishes nonqualified deferred compensation earnings. As of December 31, 2024, the KVP Plan included approximately 61 participants, all of which are executives in key value positions. The annual award under the KVP Plan is based on the result of the cash variable compensation bonus in Dollars paid in April 2024 to these participants and divided by the last 90-day average closing price, converted into Dollars, of CPOs or ADSs, as applicable, as of April 15 of each calendar year (or the next possible trading day if April 15th falls on a Sunday). As of December 31, 2024, all members of our senior management participated in the KVP Plan.
The total number of ADSs granted for the Ordinary Plan and the KVP Plan during the year ended December 31, 2024 were 5 million and 4 million, respectively, of which 2 million were granted to our senior management. In 2024, 2 million net ADSs of the Ordinary Plan and 2 million net ADSs of the KVP Plan were purchased in the secondary market, representing the first 25% of the 2024 compensation program, the second 25% of the 2023 compensation program, the third 25% of the 2022 compensation program and the final 25% of the 2021 compensation program. Of these 4 million ADSs, 1 million ADSs corresponded to our senior management.
As of December 31, 2024, 47 employees participated in the Extraordinary Management Grant. The Extraordinary Management Grant entails granting a specific number of CPOs or ADSs, as applicable, to each of the participants. The CPOs or ADSs awarded under the Extraordinary Management Grant are calculated based on the result of the gross annual guaranteed compensation of the participants in Dollars as of May 31, 2024, times a management factor, and divided by the last 90-day average closing price, converted into Dollars, of CPOs or ADSs, as applicable, as of July 1, 2024.
Our Extraordinary Management Grant is a retention program offered at the Company’s sole discretion to a selected number of employees that do not participate in the Ordinary Plan, KVP Plan or the Performance Plan. Under the Extraordinary Management Grant vesting occurs at the end of three years in a single 100% block, at which time the resulting number of CPOs or ADSs become unrestricted immediately. Since the Extraordinary Management Grant came into effect in 2022 and there is a three-year vesting period, as of December 31, 2024, no CPOs or ADSs have vested under the Extraordinary Management Grant.
Finally, our executives in key value positions participate in an additional RSIP program known as the Performance Plan. As of December 31, 2024, the Performance Plan had 54 participants. The Performance Plan replaced the Ordinary Plan in 2017 in order to align long-term compensation of our most senior executives with those of our investors. The Performance Plan entails granting a specific target of CPOs or ADSs, as applicable, for each plan participant. The final payout can range from 0% to 200% of the target of CPOs or ADSs, as applicable, based on Cemex, S.A.B. de C.V.’s three-year total shareholder return relative to two market references. The first market reference is comprised of seven public companies from the global construction and materials industry. The second market reference is the Morgan Stanley Capital International (MSCI) of Emerging Markets-LATAM Industry Index, which is comprised of 86 companies as of December 31, 2024.
Under the Performance Plan, the vesting period occurs at the end of three years in a single 100% block, at which time the resultant number of CPOs become unrestricted immediately. Approximately 1.8 million ADSs were granted during the year ended December 31, 2024 under the Performance Plan, out of which 1.3 million ADSs were granted to our senior management, with an estimated fair value of 132.62%, which are expected to vest on July 1, 2027. In 2022, 2023 and 2024, 16 million CPOs, 45 million CPOs and 0.4 million ADSs, respectively, were vested to our senior management.
For further information, see note 22 to Cemex, S.A.B. de C.V.’s 2024 audited consolidated financial statements included elsewhere in this annual report.
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Compensation of Cemex, S.A.B. de C.V.’s Chief Executive Officer and Senior Management(1)
| Full Year 2024-Chief Executive Officer |
% | |||
| Salary |
17 | |||
| Short-Term Performance Bonus (Cash) |
18 | |||
| Long-Term Performance Bonus (Restricted Stock) |
37 | |||
| Long-Term Performance Shares |
28 | |||
| 100 | ||||
| Full Year 2024-Senior Management |
% | |||
| Salary |
37 | |||
| Short-Term Performance Bonus (Cash) |
23 | |||
| Long-Term Performance Bonus (Restricted Stock) |
22 | |||
| Long-Term Performance Shares |
18 | |||
| 100 | ||||
| (1) | For purposes of this table, information regarding our Senior Management does not include data pertaining to our Chief Executive Officer. |
For our Chief Executive Officer and our senior management, the short-term variable performance bonus is paid in cash. Long-term restricted shares and the long-term variable performance bonus are paid in the form of restricted shares. As mentioned above, we use CVA to measure short-term performance bonus.
Additionally, as of December 31, 2024, all members of our then-Executive Committee had entered into change of control agreements that were previously approved by the Corporate Practices and Finance Committee and the Board of Directors. Under these agreements, if during the term of the change of control agreement and while the executive remains an employee of Cemex, we shall be subject to a change in control and (i) within one year following such change in control Cemex terminates the employment of the executive involuntarily or (ii) within six months following such change in control the executive provides notice of intent to resign from employment with Cemex, then the executive would generally receive the executive’s salary and vacation accrued unpaid through his or her termination date, a lump sum equal to two times the executive’s annual salary, a lump sum equal to the executive’s target cash payout opportunity under the annual incentive bonus plan for which the executive is eligible, and vesting of all outstanding restricted stock awards and other equity arrangements and held by the executive through his or her termination date.
The post-employment benefits that our senior management receive are aligned to the local practices in the countries where they are based.
The competitiveness of our executive compensation structure, as well as the mix between base and variable and short-term and long-term compensation, is reviewed every two years. This analysis measures competitiveness versus similar size firms in both U.S. and European markets. The most recent review was performed in November 2023 by WTW (formerly Willis, Towers, Watson), a firm specialized in multinational risk management, insurance brokerage and company advisory.
Cemex, S.A.B. de C.V.’s Board of Directors, other than its Executive Chairman, is compensated in a fixed manner based on participation in Board and Committee meetings. The compensation of the Board of Directors is approved each year at Cemex, S.A.B. de C.V.’s general ordinary shareholders’ meeting. In 2024, the amount approved by our shareholders was $27,400 per Board meeting attended and $6,600 per Committee meeting attended, and the actual amount paid for attendance to these meetings was approximately $1.9 million. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings.”
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The Executive Chairman of Cemex, S.A.B. de C.V.’s Board of Directors is compensated in a similar manner as Cemex, S.A.B. de C.V.’s senior management, including through the long-term performance plan based on Cemex’s total shareholder return versus peer groups. The base salary of the Executive Chairman of Cemex, S.A.B. de C.V.’s Board of Directors is 22% fixed and the remaining 78% is variable compensation.
The total compensation (including fixed and variable compensation) of the Executive Chairman of Cemex, S.A.B. de C.V.’s Board of Directors and the Chief Executive Officer is approved every year by the Corporate Practices and Finance Committee of the Board of Directors, which is integrated by three independent directors. The Corporate Practices and Finance Committee of the Board of Directors also reviews and approves the annual variable compensation of all members of senior management, key value position participants, and corporate and regional executives who are entitled to this benefit.
Employees
As of December 31, 2024, we had 45,649 employees worldwide, which represented a decrease of approximately 1.8% from the total number of employees we had as of December 31, 2023. The following table sets forth the number of our employees and a breakdown of their geographic location as of December 31, 2022, 2023 and 2024:
| Location |
2022 | 2023 | 2024 | |||||||||
| Mexico |
17,671 | 19,800 | 19,457 | |||||||||
| United States |
8,968 | 9,085 | 9,304 | |||||||||
| EMEA |
11,877 | 12,303 | 11,618 | |||||||||
| United Kingdom |
1,901 | 1,951 | 1,941 | |||||||||
| France |
1,784 | 1,791 | 1,789 | |||||||||
| Germany |
1,237 | 1,386 | 1,359 | |||||||||
| Spain |
1,155 | 1,236 | 1,262 | |||||||||
| Poland |
1,092 | 1,106 | 1,113 | |||||||||
| Egypt |
513 | 497 | 479 | |||||||||
| Philippines |
757 | 716 | — | |||||||||
| Israel |
1,170 | 1,216 | 1,111 | |||||||||
| Rest of EMEA |
2,268 | 2,404 | 2,564 | |||||||||
| SCA&C |
5,337 | 5,309 | 5,270 | |||||||||
| Colombia |
2,850 | 2,820 | 2,825 | |||||||||
| Panama |
456 | 492 | 488 | |||||||||
| Costa Rica |
0 | 0 | 0 | |||||||||
| Caribbean TCL |
870 | 769 | 776 | |||||||||
| Dominican Republic |
545 | 538 | 554 | |||||||||
| Rest of SCA&C |
616 | 690 | 627 | |||||||||
| Total |
43,853 | 46,497 | 45,649 | |||||||||
As of December 31, 2024, approximately 48% of our employees were unionized.
In Mexico, as of December 31, 2024, we have entered into collective bargaining agreements for certain business units. Such collective bargaining agreements are reviewed on an annual basis with respect to wages and every two years with respect to benefits. During 2024, we reviewed 110 collective bargaining agreements with different labor unions in Mexico. Workers covered by these agreements vote to approve their terms and conditions after being informed of them by the labor unions to which they belong.
In the United States, as of December 31, 2024, approximately 26.7% of our employees were represented by unions, with the largest number being members of the International Brotherhood of Teamsters, the Laborers’ International Union of North America, United Steelworkers, International Union of Operating Engineers, and the International Brotherhood of Boilermakers.
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We have entered into or are in the process of negotiating various collective bargaining agreements at many of our U.S. plants, which collective bargaining agreements have various expiration dates through July 1, 2027.
As of December 31, 2024, our subsidiaries in Spain had 1,251 employees with collective bargaining agreements. Additionally, 714 of them, corresponding to employees in the cement business, had a company- specific collective bargaining agreement that has been renewed until December 31, 2025. Within the ready-mix concrete, mortar, aggregates and transport sectors, as well as office-based employees not related to the cement business, 537 employees are covered by industry-specific or company-specific collective bargaining agreements. In particular, 93 employees corresponding to the ready-mix sector have a company-specific collective agreement effective until December 31, 2026. In addition, 53 employees corresponding to the aggregates sector have a collective agreement to remain in effect until 2026. Furthermore, 27 employees attending service centers are covered by a company-specific collective bargaining agreement that has been renewed until December 31, 2025. The remaining employees are covered by industry-specific agreements.
In the United Kingdom, as of December 31, 2024, our cement manufacturing and cement supply chain operations had collective bargaining agreements with Unite the Union. The rest of our operations in the United Kingdom are not part of collective bargaining agreements. However, there are local agreements for consultations and employees can be represented by a trade union official at specific types of meetings.
In Germany, as of December 31, 2024, most of our employees are working under collective bargaining agreements with the Industriegewerkschaft Bauen Agrar Umwelt-IG B.A.U. union (the “IG B.A.U.”). Most employees are subject to the in-house bargaining agreement with the IG B.A.U., which means salaries are negotiated between the applicable company and the trade union IG B.A.U. Collective bargaining agreement negotiations for cement operations’ employees occurred between employers’ associations Arbeitgeberverband Zement e.V. and IG B.A.U. during the second quarter of 2024 and resulted in the execution of agreements that will expire in 2025 at the election of any of the parties. Agreed salary increases are in line with our budget assumptions. In addition, there are internal company agreements, negotiated between the works council and the company itself. The next works council elections for most areas will take place during 2026.
In France, as of December 31, 2024, less than 1% of our employees were members of four of the five main unions. At least one representative from one of the five main unions was represented in the following legal entities: Cemex Granulats (two representatives), Cemex Bétons Ile de France (one representative), Cemex Bétons Sud-Ouest (one representative), Cemex Granulats Sud-Ouest (one representative), Cemex Bétons Rhone-Alpes (one representative), and Cemex Bétons Sud Est (one representative). All agreements are negotiated with unions and non-union representatives elected in the local workers council (Comité Social Et Économique) for periods of four years. The current agreements will expire on December 31, 2025.
In Israel, as of December 31, 2024, our aggregates manufacturing operations had existing special collective bargaining agreements with Histadrut, the largest employee organization in Israel (“Histadrut”). In addition, our concrete product landscape plant, Netivei Noy, has an existing special collective bargaining agreement with Histadrut that applies to the plant’s employees and will expire on December 31, 2026. The rest of our operations in Israel are not part of collective bargaining agreements.
In Egypt, as of December 31, 2024, all our eligible employees were represented by the Assiut Cement Labor Union and the General Building Materials Union. The collective bargaining agreement, of which our employees are party to, governs annual profit share and productivity bonus payments. The agreement was renewed in October 15, 2024 for a period of three years covering 2025, 2026 and 2027.
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In Panama, as of December 31, 2024, approximately 58.9% of our workforce were members of the Sindicato de Trabajadores de Cemento Bayano, a union which is a legal entity registered with the Panamanian Ministry of Labor. The union’s board of directors is elected every two to four years through a general voting process. A collective bargaining agreement is currently in effect through December 2027.
In Colombia, as of December 31, 2024, there were three regional sectionals of a single industry union that represents our employees at the Caracolito, Cúcuta and Maceo cement plants and mills, and a minority part of the logistics operations at the national level. As of the date of this annual report, the Clemencia regional sectional is undergoing a dissolution process. Another two unions represented a minority of the employees in the ready-mix concrete operations. There were also collective agreements with non-union workers at the Santa Rosa cement plant, all aggregates operations and the majority of the logistics and ready-mix concrete operations in Colombia. We consider our relationships with labor unions representing our employees in Colombia to be satisfactory.
In Caribbean TCL, as of December 31, 2024, the majority of our employees are covered under collective bargaining agreements except for those in the Guyana operations. All collective bargaining agreements in Trinidad have expired, however we are actively engaged in negotiations with the recognized majority union, Oilfields Workers’ Trade Union. In Barbados, the collective bargaining agreements expired on December 31, 2024. As of December 31, 2024, we have not received any proposals for new agreements from the union for our consideration. In Jamaica, as of December 31, 2024, approximately 54.41% of our employees were represented by unions, with the largest number being members of the Union of Clerical And Supervisory Employees (“UCASE”), representing the hourly paid employees (23.28%) and the monthly paid technicians and operators (14.22%), and STAFF Association, representing the coordinators and administrative assistants (16.91%). We are currently in negotiations with UCASE for our hourly paid employees, as the previous agreement expired on June 30, 2024. Similarly, negotiations are ongoing with STAFF Association and UCASE for our monthly paid employees, as each of collective bargaining agreements with these groups ended on December 31, 2024.
Share Ownership
As of December 31, 2024, to the best of our knowledge, the members of the Board of Directors of Cemex, S.A.B. de C.V. and our Senior Management, including their immediate families, owned, collectively, approximately 1.566% of Cemex, S.A.B. de C.V.’s outstanding shares, including shares underlying stock options and restricted CPOs under our RSIP. This percentage does not include shares held by the extended families of members of our senior management and directors, since, to the best of our knowledge, no voting arrangements or other agreements exist with respect to those shares. As of December 31, 2024, to the best of our knowledge, no individual member of the Board of Directors of Cemex, S.A.B. de C.V. or individual member of our senior management beneficially owned one percent or more of any class of Cemex, S.A.B. de C.V.’s outstanding capital stock and each such individual’s share ownership has not been previously disclosed to shareholders or otherwise made public.
Item 7—MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
The information contained in Amendment No. 17 to a statement on Schedule 13G, filed with the SEC on April 23, 2025, stated that according to their calculations made as of March 31, 2025, BlackRock beneficially owned 1,288,528,698 CPOs, representing 8.5% of Cemex, S.A.B. de C.V.’s outstanding capital stock. BlackRock does not have voting rights different from our other non-Mexican holders of CPOs.
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As required by Cemex, S.A.B. de C.V.’s by-laws, Cemex, S.A.B. de C.V.’s Board of Directors is required to approve BlackRock’s beneficial ownership of Cemex, S.A.B. de C.V.’s outstanding capital stock. Pursuant to the authorizations by Cemex, S.A.B. de C.V.’s Board of Directors, BlackRock is authorized to acquire up to 13% of Cemex, S.A.B. de C.V.’s capital stock with voting rights.
As of December 31, 2024, Cemex, S.A.B. de C.V.’s outstanding capital stock consisted of 29,016,656,496 Series A shares and 14,508,328,248 Series B shares, in each case including shares held by our subsidiaries. These numbers are based on our records, which may differ from those recorded by Indeval (as defined below).
As of January 1, 2024, all unvested CPOs were changed to ADSs and all awards granted under the RSIP since January 1, 2024 have been, and all future awards granted under the RSIP are expected to be, granted in ADSs.
As of December 31, 2024, 99.99% of Series A shares and 99.99% of Series B shares outstanding were held by the CPO trust. Each CPO represents two Series A shares and one Series B share. A portion of the CPOs is represented by ADSs. As set forth in the Deposit Agreement, holders of ADSs do not have the right to instruct the depositary as to the exercise of voting rights in respect of Series A shares underlying CPOs held in the CPO trust. Under the terms of the CPO trust agreement, Series A shares underlying CPOs held by non-Mexican nationals, including all Series A shares underlying CPOs represented by ADSs, will be voted by the CPO trustee according to the majority of all Series A shares held by Mexican nationals and Series B shares voted at the meeting. However, holders of ADSs will have the right to instruct the depositary to exercise the voting rights of the Series B shares underlying the CPOs represented by ADSs. Voting instructions may be given only with respect to ADSs representing an integral number of Series B shares. If the depositary shall not have received voting instructions from a holder of ADSs on or prior to the ADS voting instructions deadline, such holder shall be deemed, and the depositary and Cemex, S.A.B. de C.V. shall deem such holder, subject to the terms of the Deposit Agreement, to have instructed the depositary to give a discretionary proxy to a person designated by the technical committee appointed pursuant to the CPO trust agreement and which is formed by our employees, to vote the Series B shares underlying the CPOs represented by such holder’s ADSs in his or her discretion. The Series B shares underlying the CPOs represented by ADSs for which no actual or deemed voting instructions have been received will be voted by the trustee for the CPO trust in cooperation with, and under the direction of, a technical committee appointed pursuant to the terms of the CPO trust agreement and which is formed by our employees.
Other than BlackRock and the CPO trust, we are not aware of any person that is the beneficial owner of five percent or more of any class of Cemex, S.A.B. de C.V.’s voting securities.
As of December 31, 2024, Cemex, S.A.B. de C.V.’s subsidiaries owned approximately 6.3 million CPOs, representing approximately 0.0434% of Cemex, S.A.B. de C.V.’s outstanding voting stock. These CPOs are voted at the direction of our management. The voting rights of our subsidiaries over those CPOs are the same as those of any other CPO holder. As of the same date, we did not hold any CPOs in derivative instruments hedging expected cash flows of stock options exercises.
Cemex, S.A.B. de C.V.’s by-laws provide that its Board of Directors must authorize in advance any transfer of voting shares of its capital stock or any transaction that would result in any person or group of persons acting in concert, becoming a holder of 2% or more of Cemex, S.A.B. de C.V.’s voting shares. In the event this requirement is not met, the persons acquiring such shares will not be entitled to any corporate rights with respect to such shares, such shares will not be taken into account for purposes of determining a quorum for shareholders’ meetings, Cemex, S.A.B. de
C.V. will not record such persons as holders of such shares in its share registry and the registry undertaken by Indeval (as defined below) shall not have any effect.
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Mexican securities regulations provide that our majority-owned subsidiaries may neither directly nor indirectly invest in Cemex, S.A.B. de C.V.’s CPOs nor other securities representing Cemex, S.A.B. de C.V.’s capital stock. The Mexican securities authority could require any disposition of the CPOs or of other securities representing our capital stock so owned and/or impose fines on us if it were to determine that the ownership of Cemex, S.A.B. de C.V.’s CPOs or of other securities representing Cemex, S.A.B. de C.V.’s capital stock by Cemex, S.A.B. de C.V.’s subsidiaries, in most cases, negatively affects the interests of Cemex, S.A.B. de C.V.’s shareholders. Notwithstanding the foregoing, the exercise of all rights pertaining to Cemex, S.A.B. de C.V.’s CPOs or to other securities representing our capital stock in accordance with the instructions of Cemex, S.A.B. de C.V.’s subsidiaries does not violate any provisions of Cemex, S.A.B. de C.V.’s by-laws or the by-laws of its subsidiaries. The holders of these CPOs or of other securities representing Cemex, S.A.B. de C.V.’s capital stock are entitled to exercise the same rights relating to their CPOs or their other securities representing Cemex, S.A.B. de C.V.’s capital stock, including all voting rights, as any other holder of the same series.
As of December 31, 2024, we had 418 ADS holders of record, holding 585,674,481 ADRs, representing 5,856,744,810 CPOs, or approximately 40.37% of Cemex, S.A.B. de C.V.’s outstanding capital stock as of such date.
Related Party Transactions
Broadly, the definition of related parties includes entities or individuals who, as it relates to Cemex, are in a specific situation which may enable them to enter into transactions that may confer upon them an undue benefit from Cemex or a benefit which would have not been conferred by Cemex had such entity or individual not been in the corresponding situation. Likewise, an individual or entity may be considered a related party where the individual’s or entity’s specific situation, as it relates to Cemex, may enable Cemex to enter into transactions that may confer upon Cemex an undue benefit from the corresponding individual or entity or a benefit which would have not been conferred to Cemex had such individual or entity not been in the corresponding situation.
Pursuant to Mexican law, except when a transaction entered into by Cemex with a related party is executed pursuant to the policies and procedures approved by the Board of Directors of Cemex, S.A.B. de C.V. and (a) the transaction is not material for Cemex, (b) the transaction is entered into in the ordinary course of business on arm’s length terms or supported by specialized third-party valuations, and/or (c) the transaction is entered into with an employee of Cemex on terms similar to those available to any client or pursuant to compensation schemes generally available to employees, the transaction must be approved by Cemex, S.A.B. de C.V.’s Board of Directors with the prior opinion of its Corporate Practices and Finance Committee. In addition to any approvals required by applicable law, pursuant to the policies and procedures approved by the Board of Directors of Cemex, S.A.B. de C.V., a transaction between Cemex and a related party may require approval or ratification by Cemex, S.A.B. de C.V.’s Board of Directors with the prior opinion of its Corporate Practices and Finance Committee (or, in certain circumstances, its President) if such transaction can be valued at $120,000 annually or more.
From January 1, 2024 through December 31, 2024, Cemex entered into transactions with related parties for the sale and/or purchase of products, the sale and/or purchase of services and/or the lease of assets, none of which were material to Cemex, and, except for the transactions set forth below, to the best of Cemex’s knowledge, were not material to the related party, were incurred for non-material amounts for Cemex, and were executed under conditions following the same authorizations applied to other third parties.
These identified transactions, which involved members of Cemex, S.A.B. de C.V.’s Board of Directors and senior management, as applicable, are reviewed by the Corporate Practices and Finance Committee of Cemex, S.A.B. de C.V.’s Board of Directors and approved or ratified at least annually by Cemex, S.A.B. de C.V.’s Board of Directors, as per Cemex’s applicable policies on conflicts of interest and related party transactions.
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These transactions with related parties also include transactions with subsidiaries with significant non-controlling interests, including TCL, Caribbean Cement Company Limited, and CHP (divested); with other companies in which Cemex has a non-controlling position, including Neoris (divested), GCC and Lehigh White Cement Company; with companies in which Cemex, S.A.B. de C.V.’s Board of Director members are members of such company’s board of directors, including Banco Santander de Negocios de México, S.A. de C.V. and affiliates, Grupo ICA, S.A. de C.V. and affiliates, Carza, S.A.P.I. de C.V. and related companies, FEMSA, S.A.B. de C.V., Nemak, S.A.B. de C.V., NEG Natural, S.A. de C.V., Banco Mercantil del Norte, S.A. and affiliates, BBVA México S.A. and affiliates, Neoris, or have family members in ownership positions like Villarreal, García Campuzano, Gómez y Fernández, S.C.; and with companies at which members of Cemex’s senior management have family members, like Cementos Españoles de Bombeo, S. de R.L. (“CEB”), HSBC México, S.A. and affiliates, and Mckinsey & Company Inc. México, S.C. and affiliates, all of which, for the year ended December 31, 2024, were reviewed by the Corporate Practices and Finance Committee of Cemex, S.A.B. de C.V.’s Board of Directors and approved or ratified by the Cemex, S.A.B. de C.V.’s Board of Directors, as per Cemex’s applicable policies on conflicts of interest and related party transactions. Except as set forth below, none of these transactions proposed or executed in 2024 are material to Cemex or, to the best of our knowledge, the related party.
The most important transaction with related parties during the year ended December 31, 2024 included in Cemex’s financial statements was the following:
| • | For the year 2024, Cemex incurred services from CEB, a provider of ready-mix pumping services to Cemex’s customers in Mexico, for $70 million. |
During the same period, we did not have any outstanding loans to any of Cemex, S.A.B. de C.V.’s Directors or members of Senior Management. For purposes of this analysis, the following transactions were excluded: (i) the sale and purchase of goods between subsidiaries of Cemex, S.A.B. de C.V.; (ii) the sale and/or acquisition of subsidiaries’ shares within subsidiaries of Cemex, S.A.B. de C.V.; (iii) the invoicing of administrative services, rentals, trademarks, and commercial name rights, royalties and other services rendered between two subsidiaries; and (iv) loans between related parties. When market prices and/or market conditions are not readily available, we conduct transfer pricing studies in the countries in which we operate, aiming to comply with regulations applicable to transactions between related parties.
Item 8—FINANCIAL INFORMATION
Consolidated Financial Statements and Other Financial Information
See “Item 18—Financial Statements.”
Legal Proceedings
See “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings.”
Dividends
A declaration of any dividend can be made by Cemex, S.A.B. de C.V.’s shareholders at any ordinary general shareholders’ meeting. Any dividend declaration is usually based upon the recommendation of Cemex, S.A.B. de C.V.’s Board of Directors. However, Cemex, S.A.B. de C.V.’s shareholders are not obligated to follow the Board of Director’s recommendation. Cemex, S.A.B. de C.V. may only pay dividends from retained earnings included in financial statements that have been approved by Cemex, S.A.B. de C.V.’s shareholders and after all losses have been paid, at least 5% of annual earnings have been set aside in a legal reserve until such reserve equals 20% of its paid-in capital and Cemex, S.A.B.
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de C.V.’s shareholders have approved the relevant dividend payment. See “Item 10—Additional Information—Taxation—Mexican Tax Considerations—General.” Since Cemex, S.A.B. de C.V. conducts its operations mainly through its subsidiaries, its most significant assets are its investments in those subsidiaries. Consequently, Cemex, S.A.B. de C.V.’s ability to pay dividends to its shareholders is largely dependent upon its ability to receive funds from its subsidiaries in the form of dividends, management fees or otherwise. The Credit Agreements and the indentures governing our outstanding Notes contain certain limitations on Cemex, S.A.B. de C.V.’s ability to declare and pay cash dividends or make other cash distributions to its shareholders. See “Item 3—Key Information—Risk Factors—Risks Relating to Our Indebtedness and Certain Other Obligations—Cemex, S.A.B. de C.V.’s ability to repay debt and pay dividends is highly dependent on our subsidiaries’ ability to transfer income and dividends to us. As of the date of this annual report, we control publicly listed companies in Trinidad and Tobago and in Jamaica, where this risk is heightened.”
The recommendation of Cemex, S.A.B. de C.V.’s Board of Directors as to whether to pay and the amount of any annual dividends has been, and is expected to continue to be, in absence of contractual restrictions to pay or declare dividends, based upon, among other things, earnings, cash flow, capital requirements, contractual restrictions, and our financial condition and other relevant factors.
Owners of ADSs on the applicable record date will be entitled to receive any dividends payable in respect of the Series A shares and the Series B shares underlying the CPOs represented by those ADSs. However, as permitted by the Deposit Agreement, Cemex, S.A.B. de C.V. may instruct the ADS depositary not to extend the option to elect to receive cash in lieu of the stock dividend to the holders of ADSs. The ADS depositary will fix a record date for the holders of ADSs with respect to each dividend distribution. Unless otherwise stated, the ADS depositary has agreed to convert cash dividends received by it with respect to the Series A shares and the Series B shares underlying the CPOs represented by ADSs from Mexican Pesos into Dollars and, after deduction or after payment of expenses of the ADS depositary, to pay those dividends to holders of ADSs in Dollars. Cemex, S.A.B. de C.V. cannot assure holders of its ADSs that the ADS depositary will be able to convert dividends received in Mexican Pesos into Dollars or that any such conversion would be made using any particular exchange rate.
Cemex, S.A.B. de C.V. did not declare a dividend in fiscal years 2022 or 2023. Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meeting held on March 22, 2024, Cemex, S.A.B. de C.V. paid a cash dividend to shareholders during the year ended December 31, 2024 in three installments of $0.012712 Mexican Pesos per share (equivalent to $0.000689 per share), $0.013496 Mexican Pesos per share (equivalent to $0.000689 per share) and $0.013886 Mexican Pesos per share (equivalent to $0.000689 per share), respectively. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings.”
Significant Changes
Except as described herein, no significant change has occurred since the date of our 2024 consolidated financial statements included elsewhere in this annual report.
Item 9—THE OFFER AND LISTING
Listing Details
Cemex, S.A.B. de C.V.’s CPOs are listed on the MSE and trade under the symbol “CEMEX.CPO.” Cemex, S.A.B. de C.V.’s ADSs, evidenced by ADRs, are listed on the NYSE and trade under the symbol “CX.”
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Other Securities Regarding our reporting obligations, we present quarterly and annual financial reports, as well as corporate information and events relevant to the regulatory authorities of Mexico and the United States simultaneously and with the periodicity and comparisons established in the applicable legislation. Throughout the last three fiscal years, we have presented reports on relevant events in a complete and timely manner, as well as other financial and legal information that we are obliged to present periodically in accordance with the applicable laws in Mexico and the United States. From time to time, we present reports in jurisdictions outside of Mexico and the United States where our other securities may be listed. Such reports contain substantially similar information to the reports presented in Mexico and the United States.
Stock Performance in the Securities Market
The following table sets forth, for the periods indicated, the reported high and low market quotations in Pesos for the CPOs on the MSE and the Mexican Institutional Stock Exchange (“BIVA”), and the high and low sales prices in Dollars for the ADSs on the NYSE. BIVA publishes quotations for our CPOs even though our CPOs are not listed on that stock exchange.
| CPOs(1)(2) | ADSs | |||||||||||||||||||||||
| Calendar Period |
High | Low | Closing | High | Low | Closing | ||||||||||||||||||
| Annual |
||||||||||||||||||||||||
| 2020 |
11.16 | 4.21 | 10.27 | 5.63 | 1.63 | 5.17 | ||||||||||||||||||
| 2021 |
17.64 | 10.39 | 13.99 | 8.89 | 5.16 | 6.78 | ||||||||||||||||||
| 2022 |
13.96 | 6.52 | 7.88 | 6.82 | 3.2 | 4.05 | ||||||||||||||||||
| 2023 |
14.01 | 7.96 | 13.22 | 8.37 | 4.12 | 7.75 | ||||||||||||||||||
| 2024 |
15.15 | 10.47 | 11.68 | 9.15 | 5.17 | 5.64 | ||||||||||||||||||
| Quarterly |
||||||||||||||||||||||||
| 2023 |
||||||||||||||||||||||||
| First quarter |
10.28 | 7.96 | 9.89 | 5.67 | 4.12 | 5.53 | ||||||||||||||||||
| Second quarter |
12.54 | 9.58 | 12.10 | 7.30 | 5.24 | 7.08 | ||||||||||||||||||
| Third quarter |
14.01 | 11.35 | 11.37 | 8.37 | 6.50 | 6.50 | ||||||||||||||||||
| Fourth quarter |
13.92 | 10.67 | 13.22 | 8.21 | 5.81 | 7.75 | ||||||||||||||||||
| 2024 |
||||||||||||||||||||||||
| First quarter |
14.86 | 12.67 | 14.67 | 9.01 | 7.41 | 9.01 | ||||||||||||||||||
| Second quarter |
15.15 | 11.44 | 11.71 | 9.15 | 6.29 | 6.39 | ||||||||||||||||||
| Third quarter |
12.75 | 11.11 | 12.06 | 6.88 | 5.60 | 6.10 | ||||||||||||||||||
| Fourth quarter |
12.09 | 10.47 | 11.68 | 6.16 | 5.17 | 5.64 | ||||||||||||||||||
| Monthly |
||||||||||||||||||||||||
| 2025 |
||||||||||||||||||||||||
| January |
12.47 | 11.03 | 12.30 | 6.08 | 5.36 | 5.93 | ||||||||||||||||||
| February |
13.85 | 12.23 | 12.63 | 6.78 | 5.98 | 6.20 | ||||||||||||||||||
| March |
12.92 | 11.55 | 11.55 | 6.36 | 5.61 | 5.61 | ||||||||||||||||||
| April(3) |
11.67 | 10.31 | 10.31 | 5.70 | 5.02 | 5.02 | ||||||||||||||||||
Source: Based on information from the MSE, BIVA, and NYSE.
| (1) | As of December 31, 2024, the 99.99% of Cemex, S.A.B. de C.V.’s outstanding share capital was represented by CPOs. |
| (2) | Takes into consideration the highest and lowest market quotations either on the MSE or the BIVA, as applicable. |
| (3) | CPO and ADS prices are as of April 10, 2025. |
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The following table sets forth, for the periods indicated, the total traded volume of CPOs on the MSE and the BIVA and ADSs on the NYSE.
| Calendar Period |
CPOs(1)(2) | ADSs(1) | ||||||
| Annual |
||||||||
| 2020 |
9,342 | 2,301 | ||||||
| 2021 |
8,231 | 2,203 | ||||||
| 2022 |
8,987 | 1,587 | ||||||
| 2023 |
11,526 | 1,631 | ||||||
| 2024 |
14,518 | 2,232 | ||||||
| Quarterly |
||||||||
| 2023 |
||||||||
| First quarter |
2,455 | 411 | ||||||
| Second quarter |
3,066 | 385 | ||||||
| Third quarter |
3,036 | 466 | ||||||
| Fourth quarter |
2,968 | 370 | ||||||
| 2024 |
||||||||
| First quarter |
3,130 | 398 | ||||||
| Second quarter |
4,116 | 433 | ||||||
| Third quarter |
4,091 | 737 | ||||||
| Fourth quarter |
3,180 | 664 | ||||||
| Monthly |
||||||||
| 2025 |
||||||||
| January |
859 | 199 | ||||||
| February |
1,052 | 179 | ||||||
| March |
916 | 241 | ||||||
| April(3) |
473 | 205 | ||||||
Source: Based on information from the MSE, BIVA, and NYSE.
| (1) | Amounts in millions. |
| (2) | Amounts include trading volumes on the MSE and on the BIVA |
| (3) | CPO and ADS prices are as of April 10, 2025. |
Item 10—ADDITIONAL INFORMATION
Articles of Association and By-laws
General
Pursuant to the requirements of Mexican corporation law, Cemex, S.A.B. de C.V.’s articles of association and by-laws (estatutos sociales) have been registered with the Mercantile Section of the Public Registry of Property and Commerce in Monterrey, Nuevo León, Mexico, under entry number 21, since June 11, 1920.
Cemex, S.A.B. de C.V. is an operating and a holding company engaged directly or indirectly, through its operating subsidiaries, primarily in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates, clinker and other construction materials, and Urbanization Solutions throughout the world. Cemex, S.A.B. de C.V.’s corporate purpose can be found in Article 2 of Cemex, S.A.B. de C.V.’s by-laws.
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Cemex, S.A.B. de C.V. has two series of common stock: the Series A common stock, with no par value (“Series A shares”), which can only be owned by Mexican nationals, and the Series B common stock, with no par value (“Series B shares”), which can be owned by both Mexican and non-Mexican nationals. Cemex, S.A.B. de C.V.’s by-laws provide that the Series A shares may not be held by non-Mexican individuals, corporations, groups, units, trusts, associations or governments that are foreign or that allow non-Mexican individuals or entities to have any interest in them or in which foreign governments or their agencies have any interest. Cemex, S.A.B. de C.V.’s by-laws also provide that the Series A shares shall at all times account for a minimum of 64% of Cemex, S.A.B. de C.V.’s total outstanding voting stock and that the Series B shares shall at all times account for a maximum of 36% of Cemex, S.A.B. de C.V.’s total outstanding voting stock. Other than as described herein, holders of the Series A shares and the Series B shares generally have the same rights and obligations.
On March 28, 2019, Cemex, S.A.B. de C.V. held an extraordinary general shareholders’ meeting, at which its shareholders approved, among other items, changes to Articles 2 and 28 of Cemex, S.A.B. de C.V.’s by-laws. The changes, among other items, are the following: broadening Cemex, S.A.B. de C.V.’s corporate purpose to allow Cemex, S.A.B. de C.V. to engage in the transportation of goods, rendering of seaport related services for its marine terminals, manufacturing and commercialization of cement bags, among others; and to clarify that members of Cemex, S.A.B. de C.V.’s senior management are entitled to indemnification and liability protection only for liability arising from lack of diligence when acting in good faith and pursuant to our best interests.
On March 25, 2021, Cemex, S.A.B. de C.V. held an extraordinary general shareholders’ meeting, at which its shareholders approved changes to Article 2 of Cemex, S.A.B. de C.V.’s by-laws. The changes, among other things, further broaden Cemex, S.A.B. de C.V.’s written corporate purpose in order to allow Cemex, S.A.B. de C.V. to conduct certain activities, directly or indirectly through third parties, in line with Cemex, S.A.B. de C.V.’s needs and corporate vision.
On March 24, 2022, Cemex, S.A.B. de C.V. held an extraordinary general shareholders’ meeting, in which its shareholders approved changes to Article 2 of Cemex, S.A.B. de C.V.’s by-laws to detail Cemex, S.A.B. de C.V.’s corporate purpose so that it will list only those activities it currently carries out, and cease contemplating those activities it does not perform or that are already included in another part of the by-laws.
For more information on the most recent amendments to Cemex, S.A.B. de C.V.’s by-laws, see “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings—Extraordinary General Shareholders’ Meeting.”
Changes in Capital Stock and Preemptive Rights
Subject to certain exceptions discussed below, Cemex, S.A.B. de C.V.’s by-laws allow for a decrease or increase in its capital stock if it is approved by its shareholders at a shareholders’ meeting. Additional shares of Cemex, S.A.B. de C.V.’s capital stock, having no voting rights or limited voting rights, are authorized by its by-laws and may be issued upon the approval of its shareholders at a shareholders’ meeting. Cemex, S.A.B. de C.V.’s by-laws provide that, subject to certain exceptions, shareholders have preemptive rights with respect to the class and in proportion to the number of shares of our capital stock they hold, in connection with any capital increase in the number of outstanding Series A shares, Series B shares or any other existing series of shares, as the case may be. Subject to certain requirements: (i) under article 53 of the Mexican Securities Market Law, this preemptive right to subscribe is not applicable to increases of Cemex, S.A.B. de C.V.’s capital through public offerings; (ii) under article 56 of the Mexican Securities Market Law, this preemptive right to subscribe is not applicable to shares we have repurchased and which we subsequently place with the public; (iii) under article 210-bis of the General Law of Negotiable Instruments and Credit Operations (Ley General de Títulos y Operaciones de Crédito), this preemptive right to subscribe is not applicable when issuing shares under convertible notes.
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Preemptive rights give shareholders the right, upon any issuance of shares by us, to purchase a sufficient number of shares to maintain their existing ownership percentages. Pursuant to Cemex, S.A.B. de C.V.’s by-laws and applicable law, preemptive rights must be exercised within 15 days following the publication of the notice of the capital increase through the electronic system established by the Ministry of Economy (Secretaría de Economía) or, in its absence, in the Official Gazette of the State of Nuevo León (Periódico Oficial del Estado de Nuevo León) or in any major newspaper published and distributed in the state of Nuevo León, Mexico.
Holders of ADSs may be restricted in their ability to participate in the exercise of such preemptive rights. See “Item 3—Key Information—Risk Factors—Risks Relating to Ownership of our Securities—Preemptive rights generally available under Mexican law may be unavailable to ADS holders.”
Pursuant to Cemex, S.A.B. de C.V.’s by-laws, significant acquisitions of shares of Cemex, S.A.B. de C.V.’s capital stock and changes of control of Cemex, S.A.B. de C.V. require prior approval from Cemex, S.A.B. de C.V.’s Board of Directors. Cemex, S.A.B. de C.V.’s Board of Directors must authorize in advance any and each transfer of, creation of any encumbrance or lien on, or other transaction, that would result in any person or group of persons becoming a holder of or otherwise acquiring the right to vote 2% or more of Cemex, S.A.B. de C.V.’s voting shares of capital stock. Cemex, S.A.B. de C.V.’s Board of Directors shall consider the following when determining whether to authorize such transfer or other transaction in respect of voting shares: (a) the type of investors involved; (b) if stock prices may be affected or if the number of Cemex, S.A.B. de C.V.’s shares outstanding would be reduced in such way that marketability may be affected; (c) whether the acquisition would result in the potential acquirer exercising a significant influence or being able to obtain control; (d) whether all applicable rules and Cemex, S.A.B. de C.V.’s by-laws have been observed by the potential acquirer; (e) whether the potential acquirers are our competitors or are persons or legal entities participating in companies, entities or persons that are our competitors and whether there is a risk of affecting market competition, or the potential acquirers could have access to confidential and privileged information; (f) the morality and economic solvency of the potential acquirers; (g) the protection of minority rights and the rights of our employees; and (h) whether an adequate base of investors would be maintained. If Cemex, S.A.B. de C.V.’s Board of Directors denies the authorization, or the transfer had been authorized on the basis of false or incorrect information or information had been withheld or the requirements established in Cemex, S.A.B. de C.V.’s by-laws are not complied with, the persons involved in the transfer shall not be entitled to exercise the voting rights corresponding to the transferred shares, such shares shall not be taken into account for the determination of the quorums of attendance and voting at shareholders’ meetings and the transfers shall not be recorded or have any effect in our share registry and the registry undertaken by Indeval, the Mexican securities depositary.
Any acquisition of shares of Cemex, S.A.B. de C.V.’s capital stock representing 30% or more of its capital stock by a person or group of persons requires prior approval from Cemex, S.A.B. de C.V.’s Board of Directors and, in the event approval is granted, the acquirer has an obligation to make a public offer to purchase all of the outstanding shares of Cemex, S.A.B. de C.V.’s capital stock.
In the event the requirements for significant acquisitions of shares of Cemex, S.A.B. de C.V.’s capital stock are not met, the persons acquiring such shares will not be entitled to any corporate rights (mainly voting rights) with respect to such shares, such shares will not be taken into account for purposes of determining a quorum for shareholders’ meetings, Cemex, S.A.B. de C.V. will not record such persons as holders of such shares in its share registry and the registry undertaken by Indeval shall not have any effect. Cemex, S.A.B. de C.V.’s by-laws require the stock certificates representing shares of its capital stock to make reference to the provisions in its by-laws relating to the prior approval of Cemex, S.A.B. de C.V.’s Board of Directors for significant share transfers and the requirements for recording share transfers in its share registry. In addition, shareholders are responsible for informing Cemex, S.A.B.
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de C.V. within five business days whenever their shareholdings reach 5%, 10%, 15%, 20%, 25%, and 30% of Cemex, S.A.B. de C.V.’s capital stock. If a person acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”)) of 20% or more in voting power of the outstanding voting stock of Cemex, S.A.B. de C.V., a change of control will be deemed to have occurred under the Credit Agreements, the indentures governing our Notes and other debt agreements of Cemex.
Cemex, S.A.B. de C.V. is required to maintain a share registry to record the names, nationalities and domiciles of all significant shareholders, and any shareholder that meets or exceeds these thresholds must be recorded in this registry if such shareholder is to be recognized or represented at any shareholders’ meeting. If a shareholder fails to inform Cemex, S.A.B. de C.V. of its shareholdings reaching a threshold as described above, Cemex, S.A.B. de C.V. will not record the transactions that cause such threshold to be met or exceeded in Cemex, S.A.B. de C.V.’s share registry, and such transaction will have no legal effect and will not be binding on Cemex, S.A.B. de C.V.
Cemex, S.A.B. de C.V.’s by-laws also require that its shareholders comply with applicable laws regarding acquisitions of securities and mandatory public disclosure of certain shareholders’ agreements.
Repurchase Obligation
In accordance with Mexican securities regulations, Cemex, S.A.B. de C.V. is obligated to make a public offer for the purchase of the entirety of its outstanding capital stock held by its non-controlling shareholders if Cemex, S.A.B. de C.V.’s registration with the Mexican securities registry is canceled, either by resolution of its shareholders or by an order of the CNBV. The minimum price at which we must purchase the stock is the higher of:
| • | the weighted average price per share based on the weighted average trading price of Cemex, S.A.B. de C.V.’s CPOs on the MSE during the latest period of 30 trading days preceding the date of the offer, for a period not to exceed six months; or |
| • | the book value per share, as reflected in the last quarterly report filed with the CNBV and the MSE before the date of the offer. |
Cemex, S.A.B. de C.V.’s Board of Directors shall prepare and disclose to the public through the MSE, within 10 business days after the day the public offer begins, and after consulting the Corporate Practices and Finance Committee, its opinion regarding the price of the offer and any conflicts of interests that each of its members may have regarding such offer. This opinion may be accompanied by an additional opinion issued by an independent expert that we may hire.
Following the cancelation of Cemex, S.A.B. de C.V.’s registration with the Mexican securities registry, it must place in a trust set up for that purpose for a six-month period an amount equal to that required to purchase the remaining shares held by shareholders who did not participate in the offer at the same price paid to the shareholders who did participate in the offer.
Shareholders’ Meetings and Voting Rights
Shareholders’ meetings may be called by:
| • | Cemex, S.A.B. de C.V.’s Board of Directors or the Corporate Practices and Finance Committee or Audit Committee; |
| • | shareholders representing at least 10% of outstanding and fully paid shares, by making a request to the Chairman of Cemex, S.A.B. de C.V.’s Board of Directors or to the President of Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee or Audit Committee; or |
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| • | any shareholder (i) if no meeting has been held for two consecutive years or when the matters referred to in Article 181 of the General Law of Commercial Companies of Mexico (Ley General de Sociedades Mercantiles) (“LGSM”) have not been dealt with or (ii) when, for any reason, the required quorum for valid sessions of the Corporate Practices and Finance Committee and Audit Committee was not reached and the Board of Directors failed to make the appropriate provisional appointments; or |
| • | a Mexican court of competent jurisdiction, in the event Cemex, S.A.B. de C.V.’s Board of Directors or the Corporate Practices and Finance Committee and Audit Committee do not comply with the valid shareholders’ request described above. |
Notice of shareholders’ meetings must be published through the electronic system established by the Ministry of Economy (Secretaría de Economía) or, in its absence, in the Official Gazette of the State of Nuevo León (Periódico Oficial del Estado de Nuevo León), Mexico or in any major newspaper published and distributed in the state of Nuevo León, Mexico. The notice must be published at least 15 days prior to the date of any shareholders’ meeting. Cemex, S.A.B. de C.V.’s by-laws require that all information and documents relating to the shareholders’ meeting be available to shareholders beginning the day the corresponding notice of shareholders’ meeting is published.
General shareholders’ meetings can be ordinary or extraordinary. At every general shareholders’ meeting, each qualified holder of Series A shares and Series B shares is entitled to one vote per share. Shareholders may vote by proxy duly appointed in writing. Under the CPO trust agreement, holders of CPOs who are not Mexican nationals cannot exercise voting rights corresponding to the Series A shares represented by their CPOs, in which case, the CPO trustee will vote the underlying Series A shares in the same manner as the holders of the majority of the voting shares.
An ordinary general shareholders’ meeting must be held during the first four months after the end of each of Cemex, S.A.B. de C.V.’s fiscal years. Among other matters, pursuant to Mexican law and Cemex, S.A.B. de C.V.’s by-laws, Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meeting is in charge of the following:
| • | reviewing the annual report of Cemex, S.A.B. de C.V.’s Chief Executive Officer, which shall include information on the state of our business and financial statements for the preceding fiscal year, and shall be accompanied by the external auditor’s report (the “CEO’s Report”); |
| • | reviewing the Board of Directors’ opinion on the CEO’s Report; |
| • | reviewing the annual reports of each of Cemex, S.A.B. de C.V.’s Board of Directors, and the Corporate Practices and Finance Committee and Audit Committee of the Board of Directors; |
| • | electing, removing or replacing the members of Cemex, S.A.B. de C.V.’s Board of Directors, including its Chairman, which are customarily voted on an individual basis; |
| • | assessing the level of independence of the members of Cemex, S.A.B. de C.V.’s Board of Directors; |
| • | electing, removing or replacing the members of Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee and the Audit Committee, including their respective presidents, which are customarily voted on an individual basis; |
| • | approving any transaction that represents 20% or more of Cemex, S.A.B. de C.V.’s consolidated assets; |
| • | fixing the compensation to be paid to the members of Cemex, S.A.B. de C.V.’s Board of Directors and its Committees; |
| • | fixing the maximum amount of resources that, for each year, may be allocated to the purchase of Cemex, S.A.B. de C.V.’s shares or securities representing such shares; |
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| • | determining how the profits corresponding to the preceding year shall be allocated; and |
| • | resolving any issues not reserved for extraordinary shareholders’ meetings. |
A general extraordinary shareholders’ meeting may be called at any time to deal with any of the matters specified by Article 182 of the LGSM, which incude:
| • | extending Cemex, S.A.B. de C.V.’s corporate existence; |
| • | Cemex, S.A.B. de C.V.’s voluntary dissolution; |
| • | increasing or reducing Cemex, S.A.B. de C.V.’s fixed capital stock; |
| • | changing Cemex, S.A.B. de C.V.’s corporate purpose; |
| • | changing Cemex, S.A.B. de C.V.’s country of incorporation; |
| • | changing Cemex, S.A.B. de C.V.’s form of organization; |
| • | a proposed merger; |
| • | issuing preferred shares; |
| • | redeeming Cemex, S.A.B. de C.V.’s own shares; |
| • | any amendment to Cemex, S.A.B. de C.V.’s by-laws; |
| • | issuing certain bonds to be registered in the Mexican National Securities Registry; and |
| • | any other matter for which a special quorum is required by law or by Cemex, S.A.B. de C.V.’s by-laws. |
In order to vote at a meeting of shareholders, shareholders must (i) appear on the list that Indeval and Indeval participants holding shares on behalf of the shareholders prepare prior to the meeting, or (ii) prior to the meeting, deposit the certificates representing their shares at Cemex, S.A.B. de C.V.’s offices or in a Mexican credit institution or brokerage house that operates in accordance with applicable laws in Mexico. The certificate of deposit with respect to the share certificates must be presented to Cemex, S.A.B. de C.V.’s company secretary at least 48 hours before a meeting of shareholders. Cemex, S.A.B. de C.V.’s company secretary verifies that the person in whose favor any certificate of deposit was issued is named in Cemex, S.A.B. de C.V.’s share registry and issues an admission pass authorizing that person’s attendance at the meeting of shareholders. See “Item 3—Key Information—Risk Factors—Risks Relating to Ownership of Our Securities—ADS holders may only indirectly vote the Series B shares represented by the CPOs deposited with the ADS depositary through the ADS depositary and are not entitled to vote the Series A shares represented by the CPOs deposited with the ADS depositary or to attend shareholders’ meetings.”
Cemex, S.A.B. de C.V.’s by-laws provide that a shareholder may only be represented by proxy in a shareholders’ meeting with a duly completed form provided by Cemex, S.A.B. de C.V. authorizing the proxy’s presence. In addition, Cemex, S.A.B. de C.V.’s by-laws require that the secretary acting at the shareholders’ meeting publicly affirm the compliance by all proxies with this requirement. A shareholders’ resolution is required to take action on any matter presented at a shareholders’ meeting.
At an ordinary shareholders’ meeting, the affirmative vote of the holders of a majority of the shares present at the meeting is required to adopt a shareholders’ resolution. At an extraordinary meeting of shareholders, the affirmative vote of at least 50% of the capital stock is required to adopt a shareholders’ resolution, except that when amending Article 7 (with respect to measures limiting shareholding ownership), Article 10 (relating to the register of shares and significant participations), or Article 22 (specifying the impediments to being appointed a member of Cemex, S.A.B. de C.V.’s Board of Directors) of Cemex, S.A.B. de C.V.’s by-laws, the affirmative vote of at least 75% of the voting stock is required.
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The attendance quorum for an ordinary general shareholders’ meeting upon the first call is 50% of Cemex, S.A.B. de C.V.’s outstanding and fully paid shares. If the quorum is not met upon the first call, a second call to the meeting may be made and the quorum for the ordinary shareholders’ meeting on the second call is any number of Cemex, S.A.B. de C.V.’s outstanding and fully paid shares represented at the meeting. The attendance quorum for an extraordinary shareholders’ meeting upon the first call is 75% of Cemex, S.A.B. de C.V.’s outstanding and fully paid shares and, upon the second and subsequent calls, is 50% of Cemex, S.A.B. de C.V.’s outstanding and fully paid shares.
Rights of Minority Shareholders
Any shareholder or group of shareholders representing 10% or more of Cemex, S.A.B. de C.V.’s voting stock has the right to (i) appoint or remove one member of Cemex, S.A.B. de C.V.’s Board of Directors for each 10% of Cemex, S.A.B. de C.V.’s voting stock they hold, in addition to the directors appointed by the majority, whose appointment may only be revoked by other shareholders when the appointment of all other directors is also revoked; (ii) request the Chairman of Cemex, S.A.B. de C.V.’s Board of Directors or to the President of Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee or Audit Committee call a shareholders’ meeting; and (iii) demand a three day postponement of the voting on any resolution of which they deem they have not been sufficiently informed.
Under Mexican law, holders of at least 20% of Cemex, S.A.B. de C.V.’s outstanding capital stock entitled to vote on a particular matter may oppose any resolution reached at a shareholders’ meeting by filing a petition with a court of law for a court order to suspend the resolution within 15 days after the adjournment of the meeting at which the resolution was adopted, provided the opposing shareholders show that the challenged action violates Mexican law or Cemex, S.A.B. de C.V.’s by-laws and deliver a bond or other surety to the court to secure payment of any damages that we suffer as a result of suspending the resolution in the event that the court ultimately rules against the opposing shareholders. Relief under these provisions is only available to holders who were entitled to vote on, or whose rights as shareholders were adversely affected by, the challenged shareholder action and whose shares were not represented when the action was taken or, if represented, voted against it.
Under Mexican law and Cemex, S.A.B. de C.V.’s by-laws, an action for civil liabilities may be brought by or on behalf of the corporation against members of the Board of Directors and members of senior management for violation of their fiduciary duties to the corporation or for committing illicit acts. Such an action may be brought by the corporation itself or by shareholders representing 5% or more of Cemex, S.A.B. de C.V.’s outstanding capital stock. Recovery under any such action will be for the benefit of Cemex, S.A.B. de C.V. or its subsidiaries or affiliates that suffered damages as a result of the actions giving rise to the claim, and not for the benefit of the shareholders bringing the action.
Registration and Transfer
Cemex, S.A.B. de C.V.’s common stock is evidenced by share certificates in registered form with registered dividend coupons attached. Shareholders who have not deposited their shares into the CPO trust may hold their shares in the form of physical certificates or through institutions that have accounts with Indeval. Accounts may be maintained at Indeval by brokers, banks and other entities approved by the CNBV. Cemex, S.A.B. de C.V. maintains a stock registry, and, in accordance with Mexican law, only those holders listed in Cemex, S.A.B. de C.V.’s stock registry and those holding certificates issued by Indeval and by Indeval participants indicating ownership are recognized as Cemex, S.A.B. de C.V. shareholders.
Pursuant to Mexican law, any transfer of shares must be registered in Cemex, S.A.B. de C.V.’s stock registry, if effected physically, or through book entries that may be tracked back from Cemex, S.A.B. de C.V.’s stock registry to the records of Indeval.
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Redemption
Cemex, S.A.B. de C.V.’s capital stock is subject to redemption upon approval of our shareholders at an extraordinary shareholders’ meeting.
Share Repurchases
We may purchase Cemex, S.A.B. de C.V.’s outstanding shares or securities representing such shares up to the maximum amount approved by Cemex, S.A.B. de C.V.’s shareholders at an ordinary general shareholders’ meeting, which shall not exceed retained earnings. The economic and voting rights corresponding to repurchased shares cannot be exercised during the period the shares are owned by us. Except in the case of public tender offers or auctions authorized by the CNBV, repurchases of our shares or securities representing such shares shall be made on the MSE at the then prevailing market price in accordance with the Mexican Securities Market Law. If we intend to repurchase shares representing more than 1% of Cemex, S.A.B. de C.V.’s outstanding shares at a single trading session, we must inform the public of such intention at least 10 minutes before submitting any bid. If we intend to repurchase shares representing 3% or more of Cemex, S.A.B. de C.V.’s outstanding shares during a period of 20 trading days, we are required to conduct a public tender offer for such shares. We must conduct share repurchases as per the framework authorized by Cemex, S.A.B. de C.V.’s Board of Directors and through the person or persons approved by Cemex, S.A.B. de C.V.’s Board of Directors, through a single broker dealer during the relevant trading session and abstaining from submitting bids during the first and the last 30 minutes of each trading session. We must inform the MSE of the results of any share repurchase no later than the business day following any such share repurchase.
Directors’ and Shareholders’ Conflict of Interest
Under Mexican law, any shareholder who has a conflict of interest with Cemex, S.A.B. de C.V. with respect to any transaction is obligated to disclose such conflict and is prohibited from voting on that transaction. A shareholder who violates this prohibition may be liable for damages if the relevant transaction would not have been approved without that shareholder’s vote.
Under Mexican law, any director who has a conflict of interest with Cemex, S.A.B. de C.V. in any transaction must disclose that fact to the other directors and is prohibited from participating and being present during the deliberations and voting on that transaction. A director who violates this prohibition will be liable for damages. Additionally, Cemex, S.A.B. de C.V.’s directors may not represent shareholders in our shareholders’ meetings.
Withdrawal Rights
Whenever Cemex, S.A.B. de C.V.’s shareholders approve a change of corporate purpose, change of nationality or transformation from one form of corporate organization to another, Mexican law provides that any shareholder entitled to vote on that change who has voted against it may withdraw from Cemex, S.A.B. de C.V. and receive an amount equal to the book value (in accordance with the latest statement of financial position approved by the annual ordinary general shareholders’ meeting) attributable to such shareholder’s shares; provided that such shareholder exercises that right within 15 days following the meeting at which the change was approved.
Dividends
At each annual ordinary general shareholders’ meeting, Cemex, S.A.B. de C.V.’s Board of Directors submits, for approval by its shareholders, its financial statements together with a report on them prepared by its Board of Directors and the statutory auditors. Cemex, S.A.B. de C.V.’s shareholders, once they have approved the financial statements, determine the allocation of our net income, after provision for income taxes, legal reserve and statutory employee profit sharing payments, for the preceding year.
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All shares of Cemex, S.A.B. de C.V.’s capital stock outstanding at the time a dividend or other distribution is declared are entitled to share equally in that dividend or other distribution.
Liquidation Rights
In the event Cemex, S.A.B. de C.V. is liquidated, the surplus assets remaining after payment of all its liabilities will be divided among Cemex, S.A.B. de C.V.’s shareholders in proportion to the respective shares held by them. The liquidator may, with the approval of Cemex, S.A.B. de C.V.’s shareholders, distribute the surplus assets in kind among Cemex, S.A.B. de C.V.’s shareholders, sell the surplus assets and divide the proceeds among Cemex, S.A.B. de C.V.’s shareholders or put the surplus assets to any other uses agreed at an extraordinary shareholders’ meeting.
Differences Between Our Corporate Governance Practices and NYSE Standards for Domestic Companies
For a description of significant ways in which Cemex, S.A.B. de C.V.’s corporate governance practices differ from those required of domestic companies under NYSE standards, see “Item 16G—Corporate Governance.”
You may find additional information in the corporate governance section of our website www.cemex.com, or you may contact our investor relations team, by writing to or telephoning us as follows:
Cemex, S.A.B. de C.V.
Avenida Ricardo Margáin Zozaya #325
Colonia Valle del Campestre
San Pedro Garza García, Nuevo León, 66265, Mexico
Attn: Blake Haider / Patricio Treviño-Investor Relations
Telephone: +1 (212) 317-6011 / +52 (81) 8888-4327
Email: ir@cemex.com
The information on our website is not, and is not intended to be, part of this annual report and is not incorporated into this annual report by reference.
Capital Stock
At our ordinary general shareholders’ meeting held on March 25, 2021, we approved (a) a decrease in our capital stock, in its variable part, for the amount of Ps 3,150,021.51, through the cancellation of 1,134,484,680 ordinary treasury shares without par value, of which 756,323,120 were Series A shares and 378,161,560 were Series B shares, which were acquired through the repurchase program for the fiscal year 2020; and (b) a decrease in our capital stock, in its variable part, for the amount of Ps 9,466,882.27, through the cancellation of 3,409,510,974 ordinary treasury shares without par value, of which 2,273,007,316 were Series A shares and 1,136,503,658 were Series B shares, which supported new issues of convertible securities and/or to be subscribed and issued through public offering or private subscription, both in Mexico and abroad. The capital stock reductions were made at a theoretical value of Ps 0.00277661 per share.
During 2021, Cemex did not use the repurchase program authorized at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meetings held on March 26, 2020 and March 25, 2021. As no repurchases of shares or securities
representing them took place during 2021, Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meeting held on March 24, 2022 did not include on its agenda the cancellation of shares repurchased by Cemex, S.A.B. de C.V.
During 2022, under the repurchase programs authorized at Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meetings held on March 25, 2021 and March 24, 2022, Cemex, S.A.B. de C.V. repurchased 220.6 million CPOs, at a weighted average price in Mexican Pesos equivalent to $0.5026 per CPO, which was equivalent to an amount of $110.9 million.
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The shares repurchased during 2022 under such repurchase programs were proposed and subsequently approved for cancellation at Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meeting held on March 23, 2023.
Cemex, S.A.B. de C.V. did not declare a dividend in fiscal years 2022 or 2023. Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meeting held on March 22, 2024, Cemex, S.A.B. de C.V. paid three installments of a cash dividend to shareholders during the year ended December 31, 2024 in the amount of $0.012712 Mexican Pesos per share (equivalent to $0.000689 per share), $0.013496 Mexican Pesos per share (equivalent to $0.000689 per share) and $0.013886 Mexican Pesos per share (equivalent to $0.000689 per share), respectively. See “Item 8—Financial Information—Dividends” for a description of Cemex, S.A.B. de C.V.’s policy on dividend distributions and dividend restrictions and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings.”
As of December 31, 2024, Cemex, S.A.B. de C.V.’s common stock was represented as follows:
| December 31, 2024 | ||||||||
| Shares(1) |
Series A(2) | Series B(2) | ||||||
| Subscribed and paid shares |
29,016,656,496 | 14,508,328,248 | ||||||
| Unissued shares authorized for stock compensation programs |
881,442,830 | 440,721,415 | ||||||
| 29,898,099,326 | 14,949,049,663 | |||||||
| (1) | As of December 31, 2024, 13,068,000,000 shares correspond to the fixed portion, and 31,779,148,989 shares correspond to the variable portion. |
| (2) | Series A or Mexican shares must represent at least 64% of Cemex, S.A.B. de C.V.’s capital stock and Series B or free subscription shares must represent at most 36% of Cemex, S.A.B. de C.V.’s capital stock. |
Material Contracts
For a description of the material terms relating to the Notes, see “Item 5—Operating and Financial Review and Prospects—Trend Information— Summary of Material Contractual Obligations and Commercial Commitments Notes.”
For a description of the material terms relating to the Credit Agreements, see “Item 5—Operating and Financial Review and Prospects—Trend Information—Summary of Material Contractual Obligations and Commercial Commitments.”
For a description of the material terms relating to the Subordinated Notes, see “Item 5—Operating and Financial Review and Prospects—Trend Information—Summary of Material Contractual Obligations and Commercial Commitments—Subordinated Notes.”
Exchange Controls
Not applicable.
Taxation
Mexican Tax Considerations
General
The following is a summary of certain Mexican federal income tax considerations relating to the ownership and disposition of Cemex, S.A.B. de C.V.’s CPOs or ADSs.
This summary is based on provisions of the Mexican Federal Income Tax Law (Ley del Impuesto Sobre la Renta, or the “Mexican Income Tax Law”) in effect on the date hereof, which is subject to change (possibly with retroactive effect) or to new or different interpretations, which could affect the continued validity or correctness of this summary.
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This summary is limited to non-residents of Mexico, as defined below, who own Cemex, S.A.B. de C.V.’s CPOs or ADSs. This summary does not constitute tax advice and does not address all aspects of Mexican Income Tax Law. This summary does not describe any tax consequences arising under the laws, rules or regulations of any state or municipality of Mexico. Holders should consult their tax counsel as to the tax consequences that the purchase, ownership and disposition of Cemex, S.A.B. de C.V.’s CPOs or ADSs may have.
Tax residency is a highly technical definition that involves the application of a number of factors that are specified in the Mexican Tax Code (Código Fiscal de la Federación). An individual is a resident of Mexico if he or she has established his or her home in Mexico. If the individual also has a home in another country, he or she will be considered a resident of Mexico if his or her center of vital interests is in Mexico. Under Mexican law, an individual’s center of vital interests is in Mexico if, among other things:
| • | more than 50% of the individual’s total income in the calendar year comes from Mexican sources; or |
| • | the individual’s main center of professional activities is in Mexico. |
A Mexican national that is employed by the Mexican government is deemed resident of Mexico, even if his or her center of vital interests is located outside of Mexico. Unless otherwise proven, Mexican nationals are deemed residents of Mexico for tax purposes.
A legal entity is a resident of Mexico if it is organized under the laws of Mexico or if it maintains the principal administration of its business or the effective location of its management in Mexico. A Mexican citizen is presumed to be a resident of Mexico for tax purposes unless such person can demonstrate otherwise. If a legal entity or an individual is deemed to have a permanent establishment in Mexico for tax purposes, all income attributable to such permanent establishment will be subject to Mexican taxes, in accordance with relevant tax provisions.
A non-resident of Mexico is a legal entity or individual that does not satisfy the requirements to be considered a resident of Mexico for Mexican tax purposes.
Taxation of Dividends
Dividends from earnings generated before January 1, 2014, either in cash or in any other form, paid to non-residents of Mexico with respect to Series A shares or Series B shares represented by the CPOs (or in the case of holders who hold CPOs represented by ADSs), will not be subject to withholding tax in Mexico.
As a result of the enactment of certain tax provisions in Mexico, as of January 1, 2014, dividends in cash from identified pre-tax retained earnings generated after January 1, 2014 will be subject to a 10% withholding tax. This tax is considered as a definitive payment.
Disposition of CPOs or ADSs
As a result of the enactment of certain tax provisions in Mexico, as of January 1, 2014, in the case of Mexican individuals, capital gains on the sale or other disposition of shares issued by Mexican companies on the MSE will be subject to a 10% withholding tax, which will be withheld by the intermediary acting as a withholding agent.
Under Mexican tax law, gains on the sale or disposition of CPOs or ADSs by a holder who is a non-resident of Mexico will not be subject to Mexican income tax, to the extent such sale is carried out through the MSE or other recognized securities market, as determined by Mexican tax authorities, and the non-resident’s country of tax residency has a tax treaty in force with Mexico. An affidavit stating that the non-resident of Mexico is entitled to tax treaty benefits should be delivered to the intermediary operating the disposition.
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Gains realized on sales or other dispositions of CPOs or ADSs by non-residents of Mexico made in other circumstances would be subject to a 10% capital gain withholding tax.
In addition, under the terms of the Convention Between the United States and Mexico for Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Income Taxes, and a protocol thereto (together, the “Tax Treaty”), gains obtained by a U.S. Holder (as defined below) eligible for benefits under the Tax Treaty on the disposition of CPOs or ADSs will generally not be subject to Mexican tax; provided that such gains are not attributable to a permanent establishment of such U.S. Holder in Mexico and that the eligible U.S. Holder did not own, directly or indirectly, 25% or more of our outstanding stock during the 12-month period preceding the disposition. Furthermore, in the case of non-residents of Mexico eligible for the benefits of a tax treaty, gains derived from the disposition of ADSs or CPOs may also be exempt, in whole or in part, from Mexican taxation under a treaty to which Mexico is a party.
The term “U.S. Holder” shall have the same meaning ascribed below under the section “Item 10—Additional Information—U.S. Federal Income Tax Considerations.”
As of January 1, 2022, transfers of shares issued by Mexican entities between non-residents of Mexico should be informed to the Mexican Tax Authorities by the Mexican issuer entity within the following month of the transaction. However, this new obligation is not applicable to shares or CPOs traded in the MSE.
Estate and Gift Taxes
There are no Mexican inheritance or succession taxes applicable to the ownership, transfer or disposition of ADSs or CPOs by holders that are non-residents of Mexico, although gratuitous transfers of CPOs may, in some circumstances, cause a Mexican federal tax to be imposed upon a recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by holders of ADSs or CPOs.
U.S. Federal Income Tax Considerations
General
The following is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of Cemex, S.A.B. de C.V.’s CPOs and ADSs.
This summary is limited to U.S. Holders (as defined below) that hold CPOs or ADSs as “capital assets” (generally, property held for investment) for U.S. federal income tax purposes. This summary is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury Regulations promulgated thereunder (“Treasury Regulations”), administrative pronouncements, judicial decisions and other relevant authorities, all as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect.
This summary does not address U.S. federal estate, gift or other non-income tax considerations, the alternative minimum tax, the Medicare tax on certain net investment income, or any state, local or non-U.S. tax considerations, relating to the ownership or disposition of CPOs or ADSs, nor does it address all aspects of U.S. federal income taxation that may be relevant to a particular U.S. Holder in light of its particular circumstances or that may be relevant to certain types of U.S. Holders subject to special treatment under U.S. federal income tax law, such as banks and other financial institutions, pension plans, cooperatives, real estate investment trusts, regulated investment companies, insurance companies, broker-dealers, traders in securities that elect to use a mark-to-market method of accounting, certain former citizens or long-term residents of the United States, tax-exempt entities (including private foundations), persons that directly, indirectly or constructively own 10% or more of our voting stock (by vote or value), persons that acquire CPOs or ADSs pursuant to any employee share option or otherwise as compensation, persons that hold CPOs or ADSs as part of a straddle, hedge, conversion, constructive sale or other integrated transaction, persons whose functional currency is not the Dollar, or partnerships or other entities or arrangements subject to tax as partnerships for U.S. federal income tax purposes.
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For purposes of this summary, a “U.S. Holder” is a beneficial owner of CPOs or ADSs that is, for U.S. federal income tax purposes:
| • | a citizen or individual resident of the United States; |
| • | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created in, or organized in or under, the laws of the United States or any political subdivision thereof; |
| • | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
| • | a trust if (i) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions, or (ii) the trust has validly elected to be treated as a domestic trust for U.S. federal income tax purposes. |
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of CPOs or ADSs, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships that hold CPOs or ADSs and their partners should consult their tax advisors regarding an investment in CPOs or ADSs.
The information set forth below is of a general nature only and is not intended to be tax advice. Prospective investors should consult their tax advisors with respect to the U.S. federal, state, local, and non-U.S. income and other tax considerations relevant to the ownership and disposition of CPOs or ADSs in light of their particular circumstances.
Ownership of CPOs or ADSs
In general, for U.S. federal income tax purposes, U.S. Holders that own ADSs will be treated as the beneficial owners of the CPOs represented by those ADSs, and each CPO will represent a beneficial interest in two Series A shares and one Series B share.
Distributions
The gross amount of any distribution received by a U.S. Holder with respect to the Series A shares or Series B shares represented by CPOs, including CPOs represented by ADSs (without reduction for Mexican withholding tax) will generally be subject to tax as ordinary dividend income to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, and will be includible in the gross income of such U.S. Holder on the day actually or constructively received. Distributions in excess of our current and accumulated earnings and profits will first be treated as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in the CPOs or ADSs, as applicable, and thereafter generally as capital gain. Any such dividend will not be eligible for the dividends-received deduction generally allowed to corporate U.S. Holders. We do not intend to determine our earnings and profits in accordance with U.S. federal income tax principles. Therefore, any distributions we pay will generally be treated as dividends for U.S. federal income tax purposes.
The gross amount of any dividends paid in Mexican Pesos will be includible in the income of a U.S. Holder in a Dollar amount calculated by reference to the exchange rate in effect the day the Mexican Pesos are actually or constructively received by the CPO trustee or successor thereof whether or not the Mexican Pesos are converted into Dollars on that day. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in income to the date such payment is converted into Dollars will be treated as ordinary income or loss.
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Such gain or loss will generally be income from sources within the United States for U.S. foreign tax credit purposes.
An individual or other non-corporate U.S. Holder of CPOs or ADSs will generally be subject to tax on dividend income received on the CPOs or ADSs at the lower capital gains tax rate applicable to “qualified dividend income,” provided that certain holding period requirements are met. “Qualified dividend income” includes dividends paid on shares of a “qualified foreign corporation” if, among other things: (i) the shares of the foreign corporation are “readily tradable” on an “established securities market” in the United States, or (ii) the foreign corporation is eligible with respect to substantially all of its income for the benefits of a comprehensive income tax treaty with the United States which contains an exchange of information program.
We believe that we are a “qualified foreign corporation” because (i) the ADSs trade on the NYSE and (ii) we are eligible for the benefits of the Tax Treaty, which constitutes a comprehensive income tax treaty with the United States that includes an exchange of information program. Accordingly, we believe that any dividends we pay should constitute “qualified dividend income” for U.S. federal income tax purposes. However, we cannot assure you that we will continue to be considered a “qualified foreign corporation” or that our dividends will continue to constitute “qualified dividend income.”
For U.S. foreign tax credit purposes, dividends received on CPOs or ADSs will generally be treated as income from sources outside the United States and will generally constitute passive category income. Depending on the individual facts and circumstances and subject to certain complex conditions and limitations, a U.S. Holder may be eligible to claim a foreign tax credit not in excess of any applicable treaty rate in respect of any foreign withholding taxes imposed on dividends received on CPOs or ADSs. A U.S. Holder that elects not to claim a U.S. foreign tax credit for foreign taxes withheld may instead elect to deduct such taxes in computing its taxable income for U.S. federal income tax purposes. A U.S. Holder’s election to deduct foreign taxes instead of claiming U.S. foreign tax credits applies to all creditable foreign income taxes paid or accrued in the relevant taxable year. The rules regarding U.S. foreign tax credits and the deductibility of foreign taxes are complex and the application thereof depends in large part on the U.S. Holder’s individual facts and circumstances. All U.S. Holders, whether or not they are Tax Treaty-eligible, should consult their tax advisors regarding the availability of U.S. foreign tax credits and the deductibility of foreign taxes in light of their particular circumstances.
Sale or Other Disposition of CPOs or ADSs
A U.S. Holder will generally recognize gain or loss on the sale or other disposition of CPOs or ADSs in an amount equal to the difference between the amount realized on the disposition and the U.S. Holder’s adjusted tax basis in the CPOs or ADSs. Any such gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period in the CPOs or ADSs exceeds one year at the time of the disposition. Long-term capital gains of individuals and certain other non-corporate U.S. Holders are generally eligible for a reduced rate of taxation. The deductibility of capital losses may be subject to limitations.
Gain recognized by a U.S. Holder on the sale or other disposition of CPOs or ADSs will generally be treated as from sources within the United States for U.S. foreign tax credit purposes. Consequently, a U.S. Holder may not be able to claim a credit for any Mexican or other non-U.S. tax imposed on such gain unless the credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. The rules governing the U.S. foreign tax credit are complex and the application thereof depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, all U.S. Holders, whether or not they are Tax Treaty-eligible, should consult their tax advisors regarding the availability of U.S. foreign tax credit and the deductibility of foreign taxes in light of their particular circumstances.
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THE PRECEDING SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS GENERALLY APPLICABLE TO THE OWNERSHIP AND DISPOSITION OF OUR CPOS OR ADSS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.
Documents on Display
We are subject to the informational requirements of the Exchange Act and, in accordance with these requirements, file reports and information statements and other information with the SEC. These reports and information statements and other information filed by us with the SEC are available at the SEC’s website www.sec.gov.
In reviewing the agreements included as exhibits to this annual report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements.
The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
| • | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
| • | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; and |
| • | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; |
| • | and were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
The documentation submitted by Cemex, S.A.B. de C.V. to the CNBV, including the annual report filed with the CNBV and the MSE, may be consulted at the MSE at its offices, or on its website at www.bmv.com.mx. Copies of such documentation may be obtained upon request by any investor, by contacting our investor relations team at our offices located at Avenida Ricardo Margáin Zozaya #325, Colonia Valle del Campestre, San Pedro Garza García, Nuevo León, 66265, Mexico, or by calling +52 81 8888-4327, attention to Patricio Treviño, or by emailing ir@cemex.com. Additionally, certain information presented by Cemex, S.A.B. de C.V. to the CNBV and the MSE, and information related to Cemex, S.A.B. de C.V., can be found on its website at https://www.cemex.com/es/inversionistas/reportes/
Item 11—Quantitative and Qualitative Disclosures About Market Risk
See “Item 5—Operating and Financial Review and Prospects—Quantitative and Qualitative Market Disclosure.”
Item 12—Description of Securities Other Than Equity Securities Under the terms of the Deposit Agreement for Cemex, S.A.B.
12A—Debt Securities
Not applicable.
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12B—Warrants and Rights
Not applicable.
12C—Other Securities
Not applicable.
12D—American Depositary Shares
Depositary Fees and Charges
de C.V.’s ADSs, an ADS holder may have to pay the following service fees to the depositary:
| Services |
Fees | |
| Issuance of ADSs upon deposit of eligible securities |
Up to 5¢ per ADS issued. | |
| Surrender of ADSs for cancelation and withdrawal of deposited securities |
Up to 5¢ per ADS surrendered. | |
| Exercise of rights to purchase additional ADSs |
Up to 5¢ per ADS issued. | |
| Distribution of cash (i.e., upon sale of rights and other entitlements) |
Up to 2¢ per ADS held. |
An ADS holder also is responsible to pay fees and expenses incurred by the ADS depositary and taxes and governmental charges including, but not limited to:
| • | transfer and registration fees charged by the registrar and transfer agent for eligible and deposited securities, such as upon deposit of eligible securities and withdrawal of deposited securities; |
| • | expenses incurred for converting foreign currency into Dollars; |
| • | expenses for cable, telex, and fax transmissions and for delivery of securities; |
| • | expenses incurred in connection with compliance with exchange control regulations and other applicable regulatory requirements; |
| • | fees and expenses incurred in connection with the delivery of deposited securities; and |
| • | taxes and duties upon the transfer of securities, such as when eligible securities are deposited or withdrawn from deposit. |
We have agreed to pay some of the other charges and expenses of the ADS depositary. Note that the fees and charges that a holder of ADSs is required to pay may vary over time and may be changed by us and by the ADS depositary. ADS holders will receive notice of the changes. The fees described above may be amended from time to time.
Depositary Payments for the Year Ended December 31, 2024
In 2024, we received $2,025,099.65 (after applicable U.S. taxes and including payments to third parties) from our depositary bank, Citibank, N.A., to reimburse us for contributions towards our investor relations activities (including, but not limited to, investor meetings, conferences, and fees to investor relations service vendors) and other miscellaneous expenses related to the listing of our ADSs on the NYSE.
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PART II
Item 13—Defaults, Dividend Arrearages and Delinquencies
None.
Item 14—Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15—Controls and Procedures
Disclosure Controls and Procedures
Our management has evaluated, with the participation of Cemex, S.A.B. de C.V.’s CEO and CFO, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this annual report, and has concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting refers to a process designed by, or under the supervision of, the CEO and CFO and effected by Cemex, S.A.B. de C.V.’s Board of Directors and our management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| • | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
| • | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of Cemex, S.A.B. de C.V.’s Board of Directors; and |
| • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
Under the supervision and with the participation of our management, including the CEO and CFO and principal financial and accounting officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria established in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.
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Attestation Report of the Independent Registered Public Accounting Firm
The report on the audit of the effectiveness of our internal control over financial reporting issued by KPMG Cárdenas Dosal, S.C., a registered public accounting firm appears on page F-68 of this annual report.
As a result of its audit of our consolidated financial statements for the years ended December 31, 2022, 2023 and 2024, KPMG Cárdenas Dosal, S.C. has not issued any adverse or qualified opinion or a disclaimer of opinion.
Changes in Internal Control Over Financial Reporting
We have not identified changes in our internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16—Reserved
Item 16A—Audit Committee Financial Expert
Cemex, S.A.B. de C.V.’s Board of Directors has determined that it has at least one “audit committee financial expert” (as defined in Item 16A of Form 20-F) serving on its Audit Committee. Mr. Everardo Elizondo Almaguer and Ramiro Gerardo Villarreal Morales meet the requisite qualifications.
Item 16B—Code of Ethics
We have adopted a written code of ethics that applies to all board members, employees, including our principal executive officer, principal financial officer and principal accounting officer, third parties (including, but not limited to, customers, suppliers, and contractors) and other stakeholders. All our employees are expected to comply with this code in their daily interactions.
Our code of ethics provides the following main guidelines:
(i) Our purpose and scope: we look to act with integrity in our day-to-day work. This is important for Cemex’s sustained success and to create a workplace in which our people can thrive. Our code of ethics aims to provide guidance on what is expected from all of us as part of Cemex;
(ii) Our people: we believe our people are our competitive advantage and the reason for our success. Therefore, we aim to provide a great place to work, we encourage an atmosphere of openness, courage, generosity and respect, so that all employees feel free to come forward with their questions, ideas, and concerns;
(iii) Health and safety in the workplace: we plan to prevent incidents and safeguard the health and safety of our workforce and are committed to carrying out our business activities in a safe and efficient manner to care for the well- being of all those on our sites and those who may be impacted by our activities;
(iv) Human rights: we look to support and respect the protection of internationally proclaimed human rights principles and we do not tolerate any violation of human rights in our business, our supply chain, or partnerships;
(v) Harassment and workplace respect: we look to foster an environment of mutual respect, and we promote supporting and encouraging each other;
(vi) Diversity and inclusion: we seek to support differences and provide an inclusive work environment for everyone. Recruitment, promotion, training, compensation and benefits should be based on ability, career experience and alignment with our values;
(vii) Customer relations: we work to be our customers’ best option and aim to conduct our business dealings fairly, professionally, and with integrity. We expect our customers to act with the same integrity; (viii) Supplier relations: we look to manage our supplier relationships with honesty, respect, and integrity, offering equal opportunities for all parties;
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(ix) Government relations: our operations require a wide range of interactions with government agencies in many countries; these agencies may act as regulators, customers, suppliers, stockholders, and/or promoters. We seek to always conduct our interactions with these agencies in a manner consistent with our values, with a particular emphasis on integrity;
(x) Community relations: we are committed to promoting and contributing to the development of our communities by preserving the environment, fostering mutually beneficial relationships and maintaining open lines of communication. When considering Cemex’s participation in economic, social, and environmental programs, we should always comply with applicable law;
(xi) Environment: our business should be carried out in an environmentally responsible and sustainable manner, aiming to mitigate the environmental and social impacts of our business;
(xii) Antitrust compliance: we operate in many countries and are subject to different antitrust laws and regulations. Therefore, we are committed to conducting our business activities in compliance with applicable local laws and regulations and our policies;
(xiii) Anti-corruption: we forbid our personnel from promising or providing anything of value to government officials or any third parties to secure any undue advantage or unduly influence any decisions;
(xiv) Preventing money laundering: in order to prevent money laundering, we must recognize the signs of money laundering and procure that we do not facilitate or support the process of covering up the source of illicit funds of criminal activities through our legitimate business;
(xv) Conflicts of interest and corporate opportunities: our employees, officers and directors have an obligation to conduct themselves in an honest and ethical manner and to act in our best interest. Our employees, officers and directors should not engage in situations that present or could present a potential or actual conflict between their personal interests and our interests;
(xvi) Gifts and hospitalities: we do not accept nor give hospitalities of any kind that may influence, or appear to compromise, decision-making on current or future negotiations. We should never seek or structure a negotiation on the basis of any gift, service or hospitality from a customer, supplier, consultant, service provider, or other third-party;
(xvii) Use of Cemex’s assets: employees should never use Cemex assets for their own benefit, and seek that the Company’s assets are not misused by others, stolen or damaged. When using company devices, it is prohibited for employees to create, view, store, request, or distribute anything of an offensive, illegal, or inappropriate nature;
(xviii) Political activities: we acknowledge and respect the right of our employees to participate in activities external to the company, such as politics, provided that they are legal in their jurisdiction. Employees are not allowed to conduct political activities at company facilities, use company resources for these activities or engage in these activities on company time. We can make political contributions as long as the contributions are allowed by local law and pre-approved internally;
(xix) Data privacy and protection: we are committed to protecting the confidentiality and integrity of personal data to foster trustworthy business relationships. We aim to process personal data fairly and lawfully and provide access to such data within our organization only on a need-to-know basis;
(xx) Insider trading: we should never transact with Cemex securities while in possession of material non-public information about the company. We should never “tip” others or share material non-public information even if we do not intend to obtain profits for ourselves or others; (xxi) Intellectual property: we seek the protection of Cemex’s intellectual property and capture innovation to achieve added value and freedom to operate.
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Cemex recognizes and respects the intellectual property of third parties and intends to prevent and avoid consequences of potential infringement of third parties’ rights;
(xxii) Accurate records: we look to provide our stakeholders with correct and complete information in a timely manner. Anyone responsible for financial records, or any other Cemex records or reporting, must seek that those records accurately reflect our business activities, are supported by evidence, and are complete, accurate, and timely; and
(xxiii) Communication and use of social media: we should not make any statements outside of Cemex about company performance, initiatives or any other internal matters. We look to keep all confidential matters safe.
We promote awareness and enforcement of our code of ethics through our ethics committees, training programs and secured internal communications channels. We periodically evaluate and update the provisions of our code of ethics.
You may view our code of ethics in the corporate governance section of our website (www.cemex.com), or you may request a copy of our code of ethics, at no cost, by writing to or calling us at:
Cemex, S.A.B. de C.V.
Avenida Ricardo Margáin Zozaya #325
Colonia Valle del Campestre
San Pedro Garza García, Nuevo León, 66265, Mexico
Attn: Luis Hernández Echávez
Telephone: +52 81 8888-8888
The information on our website is not, and is not intended to be, part of this annual report and is not incorporated into this annual report by reference.
Item 16C—Principal Accountant Fees and Services
Audit Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $17.3 million in fiscal year 2024 in connection with the professional services rendered for the audit of our annual financial statements and services normally provided by them relating to statutory and regulatory filings or engagements. In fiscal year 2023, KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $16.4 million for these services.
Audit-Related Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $0.6 million in fiscal year 2024 for assurance and related services reasonably related to the performance of our audit. In fiscal year 2023, KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $0.5 million for audit-related services.
Tax Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $1.0 million in fiscal year 2024 for tax compliance, tax advice and tax planning. In fiscal year 2023, KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $1.6 million for tax-related services.
All other fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $0.1 million in fiscal year 2024 for products and services other than those comprising audit fees, audit-related fees and tax fees. In fiscal year 2023, KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $0.3 million for products and services in this category. These fees relate mainly to services provided by KPMG to us with respect to our sustainability report assurance and other services.
Audit Committee Pre-Approval Policies and Procedures
Our Audit Committee is responsible for, among other things, recommending to or assisting the Board of Directors in, as the case may be, the appointment, compensation and oversight of our independent external auditors.
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To assure the independence of our independent external auditors, our Audit Committee pre-approves annually a catalog of specific audit and non-audit services in the categories “Audit Services,” “Audit-Related Services,” “Tax-Related Services” and “Other Services” that may be performed by our auditors, as well as the budgeted fee levels for each of these categories. All other permitted services must receive a specific approval from our Audit Committee. Our external auditor periodically provides a report to our Audit Committee in order for our Audit Committee to review the services that our external auditor is providing, as well as the status and cost of those services.
During the year ended December 31, 2024, there were no services provided to us by our external auditors that were performed pursuant to the de minimis exception.
Item 16D—Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E—Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16F—Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G—Corporate Governance
Section 303A.11 of the NYSE Listed Company Manual (“LCM”) requires that listed foreign private issuers, such as Cemex, disclose any significant ways in which their corporate governance practices differ from those followed by U.S. companies under NYSE listing standards.
Cemex’s corporate governance practices are governed by its by-laws, by the LGSM, the corporate governance provisions set forth in the Mexican Securities Market Law (Ley del Mercado de Valores), the Mexican Regulation for Issuers (Disposiciones de Carácter General aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores) issued by the CNBV and the MSE rules (Reglamento Interior de la Bolsa Mexicana de Valores) and by applicable U.S. securities laws. Cemex is also subject to the rules of the NYSE to the extent they apply to foreign private issuers. Except for those specific rules, foreign private issuers are permitted to follow home country practice in lieu of the provisions of Section 303A of the LCM.
Cemex, on a voluntary basis, also complies with the Mexican Code of Best Corporate Practices (Código de Mejores Prácticas Corporativas) which, as indicated below, was promulgated by a committee established by the Mexican Corporate Coordination Board (Consejo Coordinador Empresarial). The Mexican Corporate Coordination Board provides recommendations for better corporate governance practices for listed companies in Mexico, and the Mexican Code of Best Corporate Practices has been endorsed by the CNBV.
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The following is a summary of significant ways in which our corporate governance practices differ from those required to be followed by U.S. domestic companies under the NYSE’s listing standards.
| NYSE LISTING STANDARDS | CEMEX CORPORATE GOVERNANCE PRACTICE | |
| 303A.01 |
||
| Listed companies must have a majority of independent directors on its board of directors. | Pursuant to the Mexican Securities Market Law, Cemex, S.A.B. de C.V. is required to have a board of directors with a maximum of 21 members, of which at least 25% must be independent. Consistent with the provisions of the Mexican Securities Market Law, determination as to the independence of Cemex, S.A.B. de C.V.’s directors is made by Cemex, S.A.B. de C.V.’s shareholders at the time of their election at the corresponding shareholders’ meeting. As of December 31, 2024, Cemex, S.A.B. de C.V.’s Board of Directors had 13 members, of which 77% were independent under the Mexican Securities Market Law. For information on the composition of Cemex, S.A.B. de C.V.’s Board of Directors as of the date of this annual report, see “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings—Ordinary General Shareholders Meeting.” | |
| 303A.02 |
||
| A listed company’s board of directors must perform director independence tests and affirmatively determine a director has no material relationship with the listed company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the listed company, after broadly considering all relevant facts and circumstances. | The Mexican Securities Market Law does not provide for a specific definition of “independence”; instead, article 26 of the Mexican Securities Market Law sets forth circumstances under which a director will be disqualified from being considered independent. This differs from the standards set forth in Section 303A.02 of the LCM. Generally, under the Mexican Securities Market Law, a director is not independent (i) if such director is or was, in the 12 months preceding the appointment as director, an employee or officer of the company or its subsidiaries; (ii) if such director is an individual that has significant influence over or other control relationship with the company or its subsidiaries; (iii) if such director is a shareholder that is part of a group that controls the company; (iv) if such director is a client, supplier, debtor, creditor, shareholder, director or employee of a company that is an important client, supplier, debtor or creditor of the company; or (v) if such director has a familial relationship with a person described in (i) to (iv) above. Consistent with the | |
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| NYSE LISTING STANDARDS | CEMEX CORPORATE GOVERNANCE PRACTICE | |
| provisions of the Mexican Securities Market Law, determination as to the independence of Cemex, S.A.B. de C.V.’s directors is made by Cemex, S.A.B. de C.V.’s shareholders at the time of their election at the corresponding shareholders’ meeting. | ||
| 303A.03 |
||
| Non-management directors must meet at regularly scheduled executive meetings that are not attended by management. | Under Cemex, S.A.B. de C.V.’s by-laws and Mexican laws and regulations, our non-management and independent directors are not required to meet in executive sessions. Cemex, S.A.B. de C.V.’s Board of Directors must meet at least four times per year. | |
| 303A.04 |
||
| Listed companies must have a nominating/corporate governance committee comprised entirely of independent directors. | Under Cemex, S.A.B. de C.V.’s by-laws and Mexican laws and regulations, we are not required to have a nominating/corporate governance committee. However, Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee performs substantially similar functions as would be performed by a nominating/corporate governance committee.
Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee operates pursuant to the provisions of the Mexican Securities Market Law and Cemex, S.A.B. de C.V.’s by-laws. As of December 31, 2024 and as of the date of this annual report, Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee is composed of three independent directors under the Mexican Securities Market Law.
Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee is responsible for performing the role of a nominating/corporate governance committee, mainly by evaluating the employment and compensation of the Chief Executive Officer and the Chairman of the Board of Directors; reviewing the hiring and compensation policies for executive officers; reviewing related party transactions and any conflicts of interest; reviewing policies regarding use of corporate assets; reviewing unusual or material transactions; evaluating waivers granted to directors or executive officers regarding participation in and benefitting from corporate opportunities; evaluating financial plans; reviewing the financial strategy and its implementation; evaluating merger and acquisitions opportunities as well as asset sales, including financial and related transactions; and carrying out other activities described under Mexican |
|
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| NYSE LISTING STANDARDS | CEMEX CORPORATE GOVERNANCE PRACTICE | |
| law. Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee meets as required by Cemex, S.A.B. de C.V.’s by-laws and by Mexican laws and regulations. For more information on our Corporate Practices and Finance Committee, see “Item 6—Directors, Senior Management, and Employees—Board Practices—The Audit Committee, the Corporate Practices and Finance Committee, and Other Committees.” | ||
| 303A.05 |
||
| Listed companies must have a compensation committee comprised entirely of independent directors. | Under Cemex, S.A.B. de C.V.’s by-laws and Mexican laws and regulations, we are not required to have a compensation committee. However, Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee performs substantially similar functions as would be performed by a compensation committee. For more information on Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee, see above and “Item 6—Directors, Senior Management, and Employees—Board Practices—The Audit Committee, the Corporate Practices and Finance Committee, and Other Committees.” | |
| Compensation committee members must satisfy additional independence requirements specific to compensation committee membership. | See above. | |
| Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act. Listed companies must have an audit committee comprised entirely of independent directors. All of its members shall be financially literate or must acquire such financial knowledge within a reasonable period and at least one of its members shall have experience in accounting or financial administration. | Cemex, S.A.B. de C.V.’s Audit Committee operates pursuant to the provisions of the Mexican Securities Market Law and Cemex, S.A.B. de C.V.’s by-laws.
As of December 31, 2024 and as of the date of this annual report, Cemex, S.A.B. de C.V.’s Audit Committee is composed of three independent members under the Mexican Securities Market Law. According to Cemex, S.A.B. de C.V.’s by-laws and the Mexican Securities Market Law, all of the members must be independent under the Mexican Securities Market Law.
Cemex, S.A.B. de C.V.’s Audit Committee is responsible for evaluating internal control and procedures and identifying deficiencies; following up with corrective and preventive measures in response to any non-compliance with operation and accounting guidelines and policies; evaluating the performance of external auditors and analyzing the reports, opinions, and other information issued by such external auditors; |
|
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| NYSE LISTING STANDARDS | CEMEX CORPORATE GOVERNANCE PRACTICE | |
| describing and valuing non-audit services performed by external auditors; reviewing financial statements and determining if their approval should be recommended to the Board of Directors; informing the Board of Directors of the state of the company’s internal control, internal audit, and accounting systems, including any breaches detected; supporting the Board of Directors in producing different reports submitted to the shareholders; assessing the effects of any modifications to the accounting policies approved during any fiscal year; reviewing the state of Cemex’s compliance systems and measures taken to strengthen them; reviewing internal audits and deficiencies around operative risks, and approval of evaluation plans to mitigate operative risks and self-audits; identification, evaluation, and follow up on the main risks affecting the company and its subsidiaries; overseeing measures adopted as a result of any observations made by shareholders, directors, executive officers, employees, or any third parties with respect to accounting, internal control, and internal and external audit, as well as any complaints regarding management irregularities; supervising complaints raised by employees, third parties and other stakeholders to report ethical, corruption, and/or compliance matters utilizing confidential methods and other whistleblowing mechanisms; ensuring compliance by the Chief Executive Officer with the resolutions adopted by the shareholders and Board of Directors; and analyzing the risks identified by independent auditors, accounting, internal control, and process assessment areas.
Cemex, S.A.B. de C.V.’s Board of Directors has determined that it has at least one member that qualifies as an “audit committee financial expert,” for purposes of SOX, serving on its Audit Committee. We believe all of the members of the Audit Committee of Cemex, S.A.B. de C.V.’s Board of Directors are financially literate and have experience in accounting and financial administration. See “Item 6—Directors, Senior Management, and Employees—Senior Management and Directors—Board of Directors Skill Matrix.”
Cemex, S.A.B. de C.V.’s Audit Committee meets as required by Cemex, S.A.B. de C.V.’s by-laws and by Mexican laws and regulations. |
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| NYSE LISTING STANDARDS | CEMEX CORPORATE GOVERNANCE PRACTICE | |
| 303A.09 |
||
| Listed companies must adopt and disclose corporate governance guidelines and to include such information on the company’s website. | Cemex, S.A.B. de C.V.’s by-laws and Mexican laws and regulations provide the most relevant corporate governance practices that must be followed by Cemex, S.A.B. de C.V. On an annual basis, we file a report with the MSE regarding our compliance with the Mexican Code of Best Corporate Practices, which is also public. | |
| 303A.10 |
||
| Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. | Cemex, S.A.B. de C.V. has adopted and disclosed a written code of business conduct and ethics that applies to all of our directors, officers and employees. | |
| Equity compensation plans. Equity compensation plans require shareholder approval, subject to limited exemptions. | Shareholder approval is not expressly required under Cemex, S.A.B. de C.V.’s by-laws for the adoption and amendment of an equity compensation plan. However, at our annual shareholders’ meeting held on March 22, 2024, Cemex, S.A.B. de C.V.’s shareholders resolved to extend the RSIP until December 31, 2028. | |
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PART II |
||||
Years ended December 31, |
||||||||||||||||||
Notes |
2024 |
2023 |
2022 |
|||||||||||||||
Revenues |
3 |
$ |
16,200 |
16,554 |
14,706 |
|||||||||||||
Cost of sales |
5 |
(10,761 |
) |
(10,979 |
) |
(10,221 |
) | |||||||||||
| |
|
|||||||||||||||||
| Gross profit |
5,439 |
5,575 |
4,485 |
|||||||||||||||
Operating expenses |
6 |
(3,611 |
) |
(3,616 |
) |
(3,124 |
) | |||||||||||
| |
|
|||||||||||||||||
| Operating earnings before other expenses, net |
2 |
1,828 |
1,959 |
1,361 |
||||||||||||||
Other expenses, net |
7 |
(7 |
) |
(211 |
) |
(488 |
) | |||||||||||
| |
|
|||||||||||||||||
| Operating earnings |
1,821 |
1,748 |
873 |
|||||||||||||||
Financial expense |
8.1, 17 |
(555 |
) |
(539 |
) |
(505 |
) | |||||||||||
Financial income and other items, net |
8.2 |
(379 |
) |
16 |
172 |
|||||||||||||
Share of profit of equity accounted investments |
14.1 |
93 |
98 |
30 |
||||||||||||||
| |
|
|||||||||||||||||
| Earnings before income tax |
980 |
1,323 |
570 |
|||||||||||||||
Income tax |
20 |
(67 |
) |
(1,204 |
) |
(168 |
) | |||||||||||
| |
|
|||||||||||||||||
| Net income from continuing operations |
913 |
119 |
402 |
|||||||||||||||
Discontinued operations |
4.2 |
47 |
80 |
483 |
||||||||||||||
| |
|
|||||||||||||||||
| CONSOLIDATED NET INCOME |
960 |
199 |
885 |
|||||||||||||||
| Non-controlling interest net income |
21 |
17 |
27 |
|||||||||||||||
| |
|
|||||||||||||||||
| CONTROLLING INTEREST NET INCOME |
$ |
939 |
182 |
858 |
||||||||||||||
| |
|
|||||||||||||||||
Basic earnings per share |
23 | $ |
0.0217 | 0.0042 | 0.0197 | |||||||||||||
Basic earnings per share from continuing operations |
23 | $ |
0.0206 | 0.0023 | 0.0086 | |||||||||||||
Diluted earnings per share |
23 | $ |
0.0213 | 0.0041 | 0.0193 | |||||||||||||
Diluted earnings per share from continuing operations |
23 | $ |
0.0202 | 0.0023 | 0.0085 | |||||||||||||
Years ended December 31, |
||||||||||||||||||
Notes |
2024 |
2023 |
2022 |
|||||||||||||||
CONSOLIDATED NET INCOME |
$ |
960 |
199 |
885 |
||||||||||||||
Items that will not be reclassified subsequently to the statement of income |
||||||||||||||||||
Net actuarial gains (losses) from remeasurements of defined benefit pension plans |
19 |
74 |
(45 |
) |
176 |
|||||||||||||
Effects from strategic equity investments |
14.2 |
1 |
(2 |
) |
(9 |
) |
||||||||||||
Income tax benefit (expense) recognized directly in other comprehensive income |
20 |
(11 |
) |
5 |
(32 |
) |
||||||||||||
64 |
(42 |
) |
135 |
|||||||||||||||
Items that are or may be reclassified subsequently to the statement of income |
||||||||||||||||||
Results from derivative financial instruments designated as cash flow hedges |
17.4 |
(140 |
) |
(7 |
) |
80 |
||||||||||||
Currency translation results of foreign subsidiaries |
21.2 |
(206 |
) |
255 |
(326 |
) |
||||||||||||
Income tax benefit recognized directly in other comprehensive income |
20 |
(37 |
) |
1 |
18 |
|||||||||||||
(383 |
) |
249 |
(228 |
) |
||||||||||||||
Total items of other comprehensive income (loss), net |
(319 |
) |
207 |
(93 |
) |
|||||||||||||
CONSOLIDATED COMPREHENSIVE INCOME |
641 |
406 |
792 |
|||||||||||||||
Non-controlling interest comprehensive income (loss) |
(31 | ) | 31 | (36 | ) | |||||||||||||
CONTROLLING INTEREST COMPREHENSIVE INCOME |
$ | 672 |
375 |
828 |
||||||||||||||
As of December 31, |
||||||||||||||||||||
Notes |
2024 |
2023 |
||||||||||||||||||
ASSETS |
||||||||||||||||||||
| CURRENT ASSETS |
||||||||||||||||||||
| Cash and cash equivalents |
9 |
$ |
864 |
624 |
||||||||||||||||
| Trade accounts receivable |
10 |
1,582 |
1,751 |
|||||||||||||||||
| Other accounts receivable |
11 |
715 |
650 |
|||||||||||||||||
| Inventories |
12 |
1,485 |
1,789 |
|||||||||||||||||
| Assets held for sale and other current assets |
13 |
370 |
191 |
|||||||||||||||||
| |
|
|||||||||||||||||||
| Total current assets |
$ |
5,016 |
5,005 |
|||||||||||||||||
| |
|
|||||||||||||||||||
| NON-CURRENT ASSETS |
||||||||||||||||||||
| Investments in associates and joint ventures |
14.1 |
753 |
729 |
|||||||||||||||||
| Other investments and non-current accounts receivable |
14.2 |
256 |
340 |
|||||||||||||||||
| Property, machinery and equipment, net and assets for the right-of-use, |
15 |
11,240 |
12,466 |
|||||||||||||||||
| Goodwill and intangible assets, net |
16 |
9,361 |
9,530 |
|||||||||||||||||
| Deferred income tax assets |
20.2 |
673 |
363 |
|||||||||||||||||
| |
|
|||||||||||||||||||
| Total non-current assets |
22,283 |
23,428 |
||||||||||||||||||
| |
|
|||||||||||||||||||
| TOTAL ASSETS |
$ |
27,299 |
28,433 |
|||||||||||||||||
| |
|
|||||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||||||||||||||
| CURRENT LIABILITIES |
||||||||||||||||||||
| Current debt |
17.1 |
189 |
25 |
|||||||||||||||||
| Other current financial obligations |
17.2 |
927 |
950 |
|||||||||||||||||
| Trade accounts payable |
18.1 |
3,090 |
3,109 |
|||||||||||||||||
| Income tax payable |
20.4 |
469 |
1,082 |
|||||||||||||||||
| Other current liabilities |
18.2 |
1,326 |
1,620 |
|||||||||||||||||
| Liabilities related to assets held for sale |
13 |
91 |
— |
|||||||||||||||||
| |
|
|||||||||||||||||||
| Total current liabilities |
$ |
6,092 |
6,786 |
|||||||||||||||||
| |
|
|||||||||||||||||||
| NON-CURRENT LIABILITIES |
||||||||||||||||||||
| Non-current debt |
17.1 |
5,340 |
6,203 |
|||||||||||||||||
| Other non-current financial obligations |
17.2 |
902 |
986 |
|||||||||||||||||
| Pensions and other post-employment benefits |
19 |
559 |
735 |
|||||||||||||||||
| Deferred income tax liabilities |
20.2 |
548 |
443 |
|||||||||||||||||
| Other non-current liabilities |
18.3 |
1,381 |
1,164 |
|||||||||||||||||
| |
|
|||||||||||||||||||
| Total non-current liabilities |
8,730 |
9,531 |
||||||||||||||||||
| |
|
|||||||||||||||||||
| TOTAL LIABILITIES |
$ |
14,822 |
16,317 |
|||||||||||||||||
| |
|
|||||||||||||||||||
STOCKHOLDERS’ EQUITY |
||||||||||||||||||||
| Controlling interest: |
||||||||||||||||||||
| Common stock and additional paid-in capital |
21.1 |
7,699 |
7,699 |
|||||||||||||||||
| Other equity reserves and subordinated notes |
21.2 |
(770 |
) |
(363 |
) | |||||||||||||||
| Retained earnings |
21.3 |
5,247 |
4,428 |
|||||||||||||||||
| |
|
|||||||||||||||||||
| Total controlling interest |
12,176 |
11,764 |
||||||||||||||||||
| Non-controlling interest |
21.4 |
301 |
352 |
|||||||||||||||||
| |
|
|||||||||||||||||||
| TOTAL STOCKHOLDERS’ EQUITY |
12,477 |
12,116 |
||||||||||||||||||
| |
|
|||||||||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
27,299 |
28,433 |
|||||||||||||||||
Years ended December 31, |
||||||||||||||||||||||||
Notes |
2024 |
2023 |
2022 |
|||||||||||||||||||||
OPERATING ACTIVITIES |
||||||||||||||||||||||||
Consolidated net income |
$ |
960 |
199 |
885 |
||||||||||||||||||||
Discontinued operations |
47 |
80 |
483 |
|||||||||||||||||||||
Net income from continuing operations |
913 |
119 |
402 |
|||||||||||||||||||||
Adjustments for: |
||||||||||||||||||||||||
Depreciation and amortization of assets |
5, 6 |
1,250 |
1,190 |
1,072 |
||||||||||||||||||||
Impairment losses of longed-lived assets |
7 |
122 |
43 |
442 |
||||||||||||||||||||
Share of profit of equity accounted investments |
14.1 |
(93 |
) |
(98 |
) |
(30 |
) |
|||||||||||||||||
Results on sale of associates, fixed assets and others |
(172 |
) |
(41 |
) |
(120 |
) |
||||||||||||||||||
Financial expense, financial income and other financial items, net |
934 |
523 |
333 |
|||||||||||||||||||||
Income taxes |
20 |
67 |
1,204 |
168 |
||||||||||||||||||||
Decrease (increase) in working capital, excluding income taxes |
231 |
192 |
(390 |
) |
||||||||||||||||||||
Cash flows provided by operating activities from continuing operations |
3,252 |
3,132 |
1,877 |
|||||||||||||||||||||
Interest paid |
(621 |
) |
(549 |
) |
(493 |
) |
||||||||||||||||||
Income taxes paid |
20.4 |
(878 |
) |
(515 |
) |
(136 |
) |
|||||||||||||||||
Net cash flows provided by operating activities from continuing operations |
1,753 |
2,068 |
1,248 |
|||||||||||||||||||||
Net cash flows provided by operating activities from discontinued operations |
141 |
154 |
120 |
|||||||||||||||||||||
Net cash flows provided by operating activities after interest and income taxes |
1,894 |
2,222 |
1,368 |
|||||||||||||||||||||
INVESTING ACTIVITIES |
||||||||||||||||||||||||
Investment in property, machinery and equipment, net |
15 |
(1,000 |
) |
(865 |
) |
(755 |
) |
|||||||||||||||||
Investment in intangible assets, net |
16.1 |
(296 |
) |
(207 |
) |
(151 |
) |
|||||||||||||||||
Disposal (acquisition) of subsidiaries and associates, net |
4, 14.1 |
1,020 |
(189 |
) |
341 |
|||||||||||||||||||
Non-current assets and others, net |
35 |
22 |
(14 |
) |
||||||||||||||||||||
Cash flows used in investing activities from continuing operations |
(241 |
) |
(1,239 |
) |
(579 |
) |
||||||||||||||||||
Net cash flows used in investing activities from discontinued operations |
(87 |
) |
(83 |
) |
(61 |
) |
||||||||||||||||||
Net cash flows used in investing activities |
(328 |
) |
(1,322 |
) |
(640 |
) |
||||||||||||||||||
FINANCING ACTIVITIES |
||||||||||||||||||||||||
Proceeds from new debt instruments |
17.1 |
5,048 |
2,938 |
2,006 |
||||||||||||||||||||
Debt repayments |
17.1 |
(5,497 |
) |
(3,840 |
) |
(2,420 |
) |
|||||||||||||||||
Issuance of subordinated notes |
21.2 |
— |
992 |
— |
||||||||||||||||||||
Other financial obligations, net |
17.2 |
(292 |
) |
(274 |
) |
(197 |
) |
|||||||||||||||||
Own shares repurchase program |
21.1 |
— |
— |
(111 |
) |
|||||||||||||||||||
Dividends paid |
21.1 |
(90 |
) |
— |
— |
|||||||||||||||||||
Shares in trust for future deliveries under share-based compensation |
22 |
(52 |
) |
(45 |
) |
(36 |
) |
|||||||||||||||||
Changes in non-controlling interests |
21.4 |
(2 |
) |
(62 |
) |
(14 |
) |
|||||||||||||||||
Derivative financial instruments |
17.4 |
(37 |
) |
(189 |
) |
34 |
||||||||||||||||||
Coupons on subordinated notes |
21.2, 21.4 |
(143 |
) |
(120 |
) |
(51 |
) |
|||||||||||||||||
Non-current liabilities, net |
(188 |
) |
(101 |
) |
(172 |
) |
||||||||||||||||||
Net cash flows used in financing activities |
(1,253 |
) |
(701 |
) |
(961 |
) |
||||||||||||||||||
Increase (decrease) in cash and cash equivalents from continuing operations |
259 |
128 |
(292 |
) |
||||||||||||||||||||
Increase in cash and cash equivalents from discontinued operations |
54 |
71 |
59 |
|||||||||||||||||||||
Foreign currency translation effect on cash |
(73 |
) |
(70 |
) |
115 |
|||||||||||||||||||
Cash and cash equivalents at beginning of period |
624 |
495 |
613 |
|||||||||||||||||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
9 |
$ |
864 |
624 |
495 |
|||||||||||||||||||
Changes in working capital, excluding income taxes: |
||||||||||||||||||||||||
Trade accounts receivable |
$ |
56 |
(27 |
) |
(208 |
) |
||||||||||||||||||
Other accounts receivable and other assets |
(45 |
) |
21 |
(23 |
) |
|||||||||||||||||||
Inventories |
196 |
68 |
(464 |
) |
||||||||||||||||||||
Trade accounts payable |
159 |
(45 |
) |
290 |
||||||||||||||||||||
Other accounts payable and accrued expenses |
(135 |
) |
175 |
15 |
||||||||||||||||||||
Decrease (increase) in working capital, excluding income taxes |
$ | 231 |
192 |
(390 |
) |
|||||||||||||||||||
Notes |
Common stock |
Additional paid-in
capital |
Other equity reserves and subordinated notes |
Retained earnings |
Total controlling interest |
Non- controlling interest |
Total stockholders’ equity |
|||||||||||||||||||||||||
Balance as of December 31, 2021 |
$ |
318 |
7,492 |
(1,371 |
) |
3,388 |
9,827 |
444 |
10,271 |
|||||||||||||||||||||||
| Net income for the period |
— | — | — | 858 | 858 | 27 | 885 | |||||||||||||||||||||||||
| Other comprehensive loss for the period |
— | — | (30 | ) | — | (30 | ) | (63 | ) | (93 | ) | |||||||||||||||||||||
| |
|
|||||||||||||||||||||||||||||||
| Total of other comprehensive income (loss) for the period |
21.2 |
— | — | (30 | ) | 858 | 828 | (36 | ) | 792 | ||||||||||||||||||||||
| Own shares purchased under shares repurchase program |
21.1 |
— | — | (111 | ) | — | (111 | ) | — | (111 | ) | |||||||||||||||||||||
| Shares in trust for future deliveries under share-based compensation |
22 |
— | — | (36 | ) | — | (36 | ) | — | (36 | ) | |||||||||||||||||||||
| Share-based compensation |
22 |
— | — | 47 | — | 47 | — | 47 | ||||||||||||||||||||||||
| Coupons accrued on subordinated notes |
21.2 |
— | — | (54 | ) | — | (54 | ) | — | (54 | ) | |||||||||||||||||||||
| |
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2022 |
318 |
7,492 |
(1,555 |
) |
4,246 |
10,501 |
408 |
10,909 |
||||||||||||||||||||||||
| Net income for the period |
— | — | — | 182 | 182 | 17 | 199 | |||||||||||||||||||||||||
| Other comprehensive income for the period |
— | — | 193 | — | 193 | 14 | 207 | |||||||||||||||||||||||||
| |
|
|||||||||||||||||||||||||||||||
| Total of other comprehensive income for the period |
21.2 |
— | — | 193 | 182 | 375 | 31 | 406 | ||||||||||||||||||||||||
| Cancellation of own shares by shareholders’ resolution |
21.1 |
— | (111 | ) | 111 | — | — | — | — | |||||||||||||||||||||||
| Shares in trust for future deliveries under share-based compensation |
22 |
— | — | (45 | ) | — | (45 | ) | — | (45 | ) | |||||||||||||||||||||
| Issuance of subordinated notes |
21.2 |
— | — | 992 | — | 992 | — | 992 | ||||||||||||||||||||||||
| Changes in non-controlling interest |
21.4 |
— | — | — | — | — | (87 | ) | (87 | ) | ||||||||||||||||||||||
| Share-based compensation |
22 |
— | — | 61 | — | 61 | — | 61 | ||||||||||||||||||||||||
| Coupons accrued on subordinated notes |
21.2 |
— | — | (120 | ) | — | (120 | ) | — | (120 | ) | |||||||||||||||||||||
| |
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2023 |
318 |
7,381 |
(363 |
) |
4,428 |
11,764 |
352 |
12,116 |
||||||||||||||||||||||||
| Net income for the period |
— | — | — | 939 | 939 | 21 | 960 | |||||||||||||||||||||||||
| Other comprehensive income for the period |
— | — | (267 | ) | — | (267 | ) | (52 | ) | (319 | ) | |||||||||||||||||||||
| Total of other comprehensive income for the period |
21.2 |
— | — | (267 | ) | 939 | 672 | (31 | ) | 641 | ||||||||||||||||||||||
| |
|
|||||||||||||||||||||||||||||||
| Dividends declared |
21.1 |
— | — | — | (120 | ) | (120 | ) | — | (120 | ) | |||||||||||||||||||||
| Shares in trust for future deliveries under share-based compensation |
22 |
— | — | (52 | ) | — | (52 | ) | — | (52 | ) | |||||||||||||||||||||
| Changes in non-controlling interest |
21.4 |
— | — | — | — | — | (20 | ) | (20 | ) | ||||||||||||||||||||||
| Share-based compensation |
22 |
— | — | 55 | — | 55 | — | 55 | ||||||||||||||||||||||||
| Coupons accrued on subordinated notes |
21.2 |
— | — | (143 | ) | — | (143 | ) | — | (143 | ) | |||||||||||||||||||||
| |
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2024 |
$ |
318 |
7,381 |
(770 |
) |
5,247 |
12,176 |
301 |
12,477 |
|||||||||||||||||||||||
| |
||||||||||||||||||||||||||||||||
1) |
DESCRIPTION OF BUSINESS |
2) |
BASIS OF PRESENTATION AND DISCLOSURE |
| • | In 2024, 2023 and 2022, the increases in other financing obligations in connection with lease contracts negotiated during the year for $290, $341 and $296, respectively (note 17.2); |
| • | In 2024, the portion of dividends declared during the year that is still payable as of December 31, 2024 for $30 (notes 21.1 and 21.3); and |
| • | In 2024, 2023 and 2022, in connection with the leases negotiated during the year, the increases in assets for the right-of-use |
Standard |
Main topic |
|
|
Amendments to IAS 7,
Statement of Cash Flows Financial Instruments: Disclosures |
The amendments require disclosure of supplier finance arrangements and their effects on an entity’s liabilities, cash flows and exposure to liquidity risk. As a result of the adoption of the amendments to IAS 7 and IFRS 7, the Company provides new disclosures for trade accounts payable under supplier finance arrangements in note 18.1. |
|
| Amendment to IAS 1 – Presentation of Financial Statement |
Clarifies the requirements to be applied in classifying liabilities as current and non-current for non-current liabilities that are subject to covenants within 12 months after the reporting period. The adoption of the amendments to IAS 1 did not impact Cemex´s financial statements. |
|
| Amendments to IFRS 16, Leases |
The amendments mention that on initial recognition, the seller-lessee would include variable payments when it measures a lease liability arising from a
sale-and-leaseback |
|
3) |
REVENUES |
2024 |
2023 |
2022 |
||||||||||||
| From the sale of goods associated to Cemex’s main activities 1 |
$ |
15,732 | 16,103 | 14,293 | ||||||||||
| From maritime trade and the sale of other goods and services 2 |
468 | 451 | 413 | |||||||||||
| |
|
|||||||||||||
| $ |
16,200 | 16,554 | 14,706 | |||||||||||
| |
|
|||||||||||||
1 |
During the reported periods, revenues recognized over time under construction contracts were not significant. |
2 |
Refers mainly to trade maritime transactions of cement and clinker carried by Cemex’s trading unit, among other minor revenues generated by subsidiaries not individually significant operating in different lines of business. |
2024 |
2023 |
2022 |
||||||||||||
| Opening balance of contract liabilities with customers |
$ |
384 | 293 | 257 | ||||||||||
| Increase during the period for new transactions |
476 | 801 | 1,083 | |||||||||||
| Decrease during the period for exercise or expiration of incentives |
(576 | ) | (717 | ) | (1,045 | ) | ||||||||
| Currency translation effects |
(15 | ) | 7 | (2 | ) | |||||||||
| |
|
|||||||||||||
| Closing balance of contract liabilities with customers |
$ |
269 | 384 | 293 | ||||||||||
| |
|
|||||||||||||
4) |
BUSINESS COMBINATIONS, DIVESTITURES AND DISCONTINUED OPERATIONS AND SELECTED FINANCIAL INFORMATION BY REPORTABLE SEGMENT AND LINE OF BUSINESS |
4.1) |
BUSINESS COMBINATIONS |
2024 |
2023 |
|||||||||
| Current assets |
$ | 2 | 30 | |||||||
| Property, machinery and equipment |
8 | 89 | ||||||||
| Other non-current assets and goodwill |
5 | 25 | ||||||||
| |
|
|||||||||
| Total assets |
15 | 144 | ||||||||
| Current liabilities |
1 | 17 | ||||||||
| Non-current liabilities |
9 | 19 | ||||||||
| |
|
|||||||||
| Total liabilities |
10 | 36 | ||||||||
| |
|
|||||||||
| Net assets acquired |
$ |
5 | 108 | |||||||
| |
|
|||||||||
4.2) |
DIVESTITURES AND DISCONTINUED OPERATIONS |
2024 |
||||||
Current assets |
$ |
326 | ||||
Property, machinery and equipment |
733 | |||||
Other non-current assets and goodwill |
161 | |||||
Total assets |
1,220 | |||||
Current liabilities |
291 | |||||
Non-current liabilities |
113 | |||||
Total liabilities |
404 | |||||
Net assets sold or held for sale |
$ |
816 | ||||
2024 |
2023 |
2022 |
||||||||||||
Revenues |
$ | 737 | 833 | 1,127 | ||||||||||
Cost of sales, operating expenses and other expenses, net |
(633 | ) | (732 | ) | (882 | ) | ||||||||
Financial expenses, net, and others |
9 | 25 | (22 | ) | ||||||||||
Earnings before income tax |
113 | 126 | 223 | |||||||||||
Income tax |
(109 | ) | (46 | ) | (44 | ) | ||||||||
Result of discontinued operations |
4 | 80 | 179 | |||||||||||
Net disposal result |
43 | — | 304 | |||||||||||
Net result of discontinued operations |
$ | 47 | 80 | 483 | ||||||||||
4.3) |
SELECTED FINANCIAL INFORMATION BY REPORTABLE SEGMENT AND LINE OF BUSINESS |
2024 |
Sales (including intragroup transactions) |
Less: Intragroup transactions |
External revenues |
Operating EBITDA |
Less: Depreciation and amortization |
Operating earnings before other expenses, net |
Other
expenses,
net
|
Financial expense |
Financial income and other items, net |
|||||||||||||||||||||||||||||||||||
Mexico |
$ | 4,881 | (136 | ) | 4,745 | 1,475 | 207 | 1,268 | (26 | ) | (38 | ) | (269 | ) | ||||||||||||||||||||||||||||||
United States |
5,194 | — | 5,194 | 1,031 | 514 | 517 | (4 | ) | (74 | ) | (33 | ) | ||||||||||||||||||||||||||||||||
EMEA |
||||||||||||||||||||||||||||||||||||||||||||
United Kingdom |
953 | — | 953 | 186 | 91 | 95 | (6 | ) | (14 | ) | 15 | |||||||||||||||||||||||||||||||||
France |
756 | — | 756 | 34 | 42 | (8 | ) | (56 | ) | (16 | ) | 1 | ||||||||||||||||||||||||||||||||
Germany |
476 | (52 | ) | 424 | 23 | 34 | (11 | ) | 2 | (3 | ) | (5 | ) | |||||||||||||||||||||||||||||||
Poland |
543 | (1 | ) | 542 | 100 | 27 | 73 | (1 | ) | (3 | ) | — | ||||||||||||||||||||||||||||||||
Spain |
455 | (46 | ) | 409 | 60 | 29 | 31 | (13 | ) | (4 | ) | (1 | ) | |||||||||||||||||||||||||||||||
Israel |
724 | — | 724 | 79 | 37 | 42 | (1 | ) | (8 | ) | 1 | |||||||||||||||||||||||||||||||||
Rest of EMEA |
784 | — | 784 | 155 | 47 | 108 | (8 | ) | (7 | ) | (5 | ) | ||||||||||||||||||||||||||||||||
SCA&C |
||||||||||||||||||||||||||||||||||||||||||||
Colombia 1 |
468 | (2 | ) | 466 | 65 | 27 | 38 | (11 | ) | (4 | ) | (15 | ) | |||||||||||||||||||||||||||||||
Panama 1 |
148 | (23 | ) | 125 | 29 | 17 | 12 | (2 | ) | (1 | ) | — | ||||||||||||||||||||||||||||||||
Caribbean TCL 2 |
330 | (21 | ) | 309 | 87 | 20 | 67 | (18 | ) | (3 | ) | (4 | ) | |||||||||||||||||||||||||||||||
Rest of SCA&C 1 |
302 | (1 | ) | 301 | 54 | 16 | 38 | (5 | ) | (2 | ) | — | ||||||||||||||||||||||||||||||||
Reportable segments |
15,732 | 3,378 | 1,108 | 2,270 | (149 | ) | (177 | ) | (315 | ) | ||||||||||||||||||||||||||||||||||
Other activities 3 |
468 | (300 | ) | 142 | (442 | ) | 142 | (378 | ) | (64 | ) | |||||||||||||||||||||||||||||||||
Consolidated |
$ | 16,200 | 3,078 | 1,250 | 1,828 | (7 | ) | (555 | ) | (379 | ) | |||||||||||||||||||||||||||||||||
2023 |
Sales (including intragroup transactions) |
Less: Intragroup transactions |
External revenues |
Operating EBITDA |
Less: Depreciation and amortization |
Operating earnings before other expenses, net |
Other
expenses,
net
|
Financial expense |
Financial income and other items, net |
|||||||||||||||||||||||||||||||||||
Mexico |
$ | 5,060 | (205 | ) | 4,855 | 1,488 | 221 | 1,267 | (59 | ) | (39 | ) | 105 | |||||||||||||||||||||||||||||||
United States |
5,338 | — | 5,338 | 1,040 | 483 | 557 | (31 | ) | (75 | ) | (30 | ) | ||||||||||||||||||||||||||||||||
EMEA |
||||||||||||||||||||||||||||||||||||||||||||
United Kingdom |
992 | — | 992 | 193 | 72 | 121 | (6 | ) | (14 | ) | (17 | ) | ||||||||||||||||||||||||||||||||
France |
842 | — | 842 | 53 | 54 | (1 | ) | (39 | ) | (15 | ) | (1 | ) | |||||||||||||||||||||||||||||||
Germany |
497 | (50 | ) | 447 | 37 | 32 | 5 | (3 | ) | (2 | ) | (5 | ) | |||||||||||||||||||||||||||||||
Poland |
467 | (1 | ) | 466 | 72 | 24 | 48 | 1 | (2 | ) | 2 | |||||||||||||||||||||||||||||||||
Spain |
449 | (38 | ) | 411 | 71 | 31 | 40 | 3 | (2 | ) | 1 | |||||||||||||||||||||||||||||||||
Israel |
794 | — | 794 | 90 | 33 | 57 | 5 | (6 | ) | 1 | ||||||||||||||||||||||||||||||||||
Rest of EMEA |
770 | (4 | ) | 766 | 147 | 48 | 99 | (7 | ) | (6 | ) | (6 | ) | |||||||||||||||||||||||||||||||
SCA&C |
||||||||||||||||||||||||||||||||||||||||||||
Colombia 1 |
458 | — | 458 | 62 | 25 | 37 | (19 | ) | (6 | ) | (1 | ) | ||||||||||||||||||||||||||||||||
Panama 1 |
158 | (26 | ) | 132 | 35 | 17 | 18 | (2 | ) | — | — | |||||||||||||||||||||||||||||||||
Caribbean TCL 2 |
329 | (12 | ) | 317 | 78 | 20 | 58 | (17 | ) | (2 | ) | (2 | ) | |||||||||||||||||||||||||||||||
Rest of SCA&C 1 |
285 | — | 285 | 54 | 11 | 43 | (10 | ) | (1 | ) | 1 | |||||||||||||||||||||||||||||||||
Reportable segments |
16,103 | 3,420 | 1,071 | 2,349 | (184 | ) | (170 | ) | 48 | |||||||||||||||||||||||||||||||||||
Other activities 3 |
451 | (271 | ) | 119 | (390 | ) | (27 | ) | (369 | ) | (32 | ) | ||||||||||||||||||||||||||||||||
Consolidated |
$ | 16,554 | 3,149 | 1,190 | 1,959 | (211 | ) | (539 | ) | 16 | ||||||||||||||||||||||||||||||||||
2022 |
Sales (including intragroup transactions) |
Less: Intragroup transactions |
External revenues |
Operating EBITDA |
Less: Depreciation and amortization |
Operating earnings before other expenses, net |
Other
expenses,
net
|
Financial expense |
Financial income and other items, net |
|||||||||||||||||||||||||||||||||||
Mexico |
$ | 3,842 | (200 | ) | 3,642 | 1,133 | 172 | 961 | (69 | ) | (28 | ) | 32 | |||||||||||||||||||||||||||||||
United States |
5,038 | (4 | ) | 5,034 | 762 | 455 | 307 | (205 | ) | (55 | ) | (21 | ) | |||||||||||||||||||||||||||||||
EMEA |
||||||||||||||||||||||||||||||||||||||||||||
United Kingdom |
982 | — | 982 | 195 | 60 | 135 | (8 | ) | (8 | ) | (8 | ) | ||||||||||||||||||||||||||||||||
France |
781 | — | 781 | 63 | 50 | 13 | 1 | (10 | ) | 2 | ||||||||||||||||||||||||||||||||||
Germany |
485 | (46 | ) | 439 | 40 | 28 | 12 | 2 | (2 | ) | (3 | ) | ||||||||||||||||||||||||||||||||
Poland |
419 | (4 | ) | 415 | 64 | 22 | 42 | 1 | (2 | ) | 4 | |||||||||||||||||||||||||||||||||
Spain |
382 | (36 | ) | 346 | 6 | 28 | (22 | ) | (113 | ) | (2 | ) | 2 | |||||||||||||||||||||||||||||||
Israel |
840 | — | 840 | 112 | 46 | 66 | 5 | (4 | ) | — | ||||||||||||||||||||||||||||||||||
Rest of EMEA |
707 | (1 | ) | 706 | 116 | 55 | 61 | (10 | ) | (4 | ) | 2 | ||||||||||||||||||||||||||||||||
SCA&C |
||||||||||||||||||||||||||||||||||||||||||||
Colombia 1 |
429 | — | 429 | 61 | 24 | 37 | 12 | (7 | ) | 22 | ||||||||||||||||||||||||||||||||||
Panama 1 |
149 | (34 | ) | 115 | 28 | 16 | 12 | (2 | ) | — | — | |||||||||||||||||||||||||||||||||
Caribbean TCL 2 |
302 | (8 | ) | 294 | 74 | 17 | 57 | (19 | ) | (4 | ) | (1 | ) | |||||||||||||||||||||||||||||||
Rest of SCA&C 1 |
271 | (1 | ) | 270 | 53 | 11 | 42 | (2 | ) | (2 | ) | (5 | ) | |||||||||||||||||||||||||||||||
Reportable segments |
14,293 | 2,707 | 984 | 1,723 | (407 | ) | (128 | ) | 26 | |||||||||||||||||||||||||||||||||||
Other activities 3 |
413 | (274 | ) | 88 | (362 | ) | (81 | ) | (377 | ) | 146 | |||||||||||||||||||||||||||||||||
Consolidated |
$ | 14,706 | 2,433 | 1,072 | 1,361 | (488 | ) | (505 | ) | 172 | ||||||||||||||||||||||||||||||||||
1 |
Until June 2023, after the conclusion of a tender offer and delisting process, Cemex Latam Holdings, S.A. (“CLH”), a company incorporated in Spain, traded its ordinary shares on the Colombian Stock Exchange. CLH is the indirect holding company of Cemex’s operations in Colombia, Panama, Nicaragua and, until September 10, 2024, of the operations in Guatemala and, until August 31, 2022, of the operations in Costa Rica and El Salvador. As of December 31, 2024 and 2023, there was a non-controlling interest in CLH of 0.16% and 0.50%, respectively (note 21.4). |
2 |
The shares of TCL trade on the Trinidad and Tobago Stock Exchange. As of December 31, 2024 and 2023, there was a non-controlling interest in TCL of 30.17% of its ordinary shares in both years (note 21.4). |
3 |
In regards of external revenues, refers mainly to trade maritime transactions of cement and clinker carried by Cemex’s trading unit and, in the rest of the captions, refers to Cemex’s corporate activities. |
2024 |
Associates and joint ventures |
Other segment assets |
Total assets |
Total liabilities |
Net assets by segment |
Capital expenditures 1
|
||||||||||||||||||||||||||
Mexico |
$ | — | 4,155 | 4,155 | 1,693 | 2,462 | 315 | |||||||||||||||||||||||||
United States |
285 | 12,700 | 12,985 | 2,903 | 10,082 | 486 | ||||||||||||||||||||||||||
EMEA |
||||||||||||||||||||||||||||||||
United Kingdom |
6 | 1,386 | 1,392 | 848 | 544 | 65 | ||||||||||||||||||||||||||
France |
38 | 820 | 858 | 412 | 446 | 52 | ||||||||||||||||||||||||||
Germany |
3 | 487 | 490 | 279 | 211 | 36 | ||||||||||||||||||||||||||
Poland |
— | 426 | 426 | 138 | 288 | 38 | ||||||||||||||||||||||||||
Spain |
— | 637 | 637 | 234 | 403 | 41 | ||||||||||||||||||||||||||
Israel |
— | 895 | 895 | 540 | 355 | 57 | ||||||||||||||||||||||||||
Rest of EMEA |
10 | 732 | 742 | 316 | 426 | 79 | ||||||||||||||||||||||||||
SCA&C |
||||||||||||||||||||||||||||||||
Colombia |
— | 954 | 954 | 280 | 674 | 105 | ||||||||||||||||||||||||||
Panama |
— | 281 | 281 | 73 | 208 | 13 | ||||||||||||||||||||||||||
Caribbean TCL |
— | 511 | 511 | 238 | 273 | 50 | ||||||||||||||||||||||||||
Rest of SCA&C |
— | 234 | 234 | 85 | 149 | 21 | ||||||||||||||||||||||||||
Reportable segments |
342 | 24,218 | 24,560 | 8,039 | 16,521 | 1,358 | ||||||||||||||||||||||||||
Other activities |
411 | 2,063 | 2,474 | 6,692 | (4,218 | ) | 22 | |||||||||||||||||||||||||
Assets held for sale |
— | 265 | 265 | 91 | 174 | — | ||||||||||||||||||||||||||
Consolidated |
$ | 753 | 26,546 | 27,299 | 14,822 | 12,477 | 1,380 | |||||||||||||||||||||||||
2023 |
Associates and joint ventures |
Other segment assets |
Total assets |
Total liabilities |
Net assets by segment |
Capital expenditures 1
|
||||||||||||||||||||||||||
Mexico |
$ | — | 5,381 | 5,381 | 2,052 | 3,329 | 264 | |||||||||||||||||||||||||
United States |
216 | 12,782 | 12,998 | 2,770 | 10,228 | 521 | ||||||||||||||||||||||||||
EMEA |
||||||||||||||||||||||||||||||||
United Kingdom |
6 | 1,484 | 1,490 | 960 | 530 | 107 | ||||||||||||||||||||||||||
France |
41 | 922 | 963 | 467 | 496 | 44 | ||||||||||||||||||||||||||
Germany |
3 | 506 | 509 | 289 | 220 | 47 | ||||||||||||||||||||||||||
Poland |
— | 415 | 415 | 153 | 262 | 44 | ||||||||||||||||||||||||||
Spain |
— | 666 | 666 | 212 | 454 | 38 | ||||||||||||||||||||||||||
Philippines |
— | 795 | 795 | 135 | 660 | 85 | ||||||||||||||||||||||||||
Israel |
— | 808 | 808 | 507 | 301 | 41 | ||||||||||||||||||||||||||
Rest of EMEA |
11 | 852 | 863 | 329 | 534 | 75 | ||||||||||||||||||||||||||
SCA&C |
||||||||||||||||||||||||||||||||
Colombia |
— | 1,007 | 1,007 | 308 | 699 | 76 | ||||||||||||||||||||||||||
Panama |
— | 292 | 292 | 78 | 214 | 13 | ||||||||||||||||||||||||||
Caribbean TCL |
— | 478 | 478 | 207 | 271 | 18 | ||||||||||||||||||||||||||
Dominican Republic |
— | 233 | 233 | 95 | 138 | 16 | ||||||||||||||||||||||||||
Rest of SCA&C |
— | 280 | 280 | 111 | 169 | 25 | ||||||||||||||||||||||||||
Reportable segments |
277 | 26,901 | 27,178 | 8,673 | 18,505 | 1,414 | ||||||||||||||||||||||||||
Other activities |
452 | 754 | 1,206 | 7,644 | (6,438 | ) | 3 | |||||||||||||||||||||||||
Assets held for sale |
— | 49 | 49 | — | 49 | — | ||||||||||||||||||||||||||
Consolidated |
$ | 729 | 27,704 | 28,433 | 16,317 | 12,116 | 1,417 | |||||||||||||||||||||||||
1 |
Capital expenditures represent: a) the purchases of property, machinery and equipment, b) stripping costs, as well as c) assets for the right-of-use |
2024 |
Cement |
Concrete |
Aggregates |
Urbanization solutions |
Others |
Eliminations |
External revenues |
|||||||||||||||||||||||||
Mexico |
$ | 3,207 | 1,434 | 393 | 1,077 | 10 | (1,376 | ) | 4,745 | |||||||||||||||||||||||
United States |
1,905 | 2,905 | 1,374 | 658 | 1 | (1,649 | ) | 5,194 | ||||||||||||||||||||||||
EMEA |
||||||||||||||||||||||||||||||||
United Kingdom |
285 | 292 | 379 | 208 | 24 | (235 | ) | 953 | ||||||||||||||||||||||||
France |
— | 568 | 339 | 17 | — | (168 | ) | 756 | ||||||||||||||||||||||||
Germany |
210 | 141 | 84 | 67 | 54 | (132 | ) | 424 | ||||||||||||||||||||||||
Poland |
381 | 197 | 52 | 8 | 1 | (97 | ) | 542 | ||||||||||||||||||||||||
Spain |
325 | 117 | 45 | 27 | — | (105 | ) | 409 | ||||||||||||||||||||||||
Israel |
— | 592 | 190 | 113 | — | (171 | ) | 724 | ||||||||||||||||||||||||
Rest of EMEA |
540 | 318 | 57 | 18 | 19 | (168 | ) | 784 | ||||||||||||||||||||||||
SCA&C |
||||||||||||||||||||||||||||||||
Colombia |
318 | 178 | 50 | 56 | 24 | (160 | ) | 466 | ||||||||||||||||||||||||
Panama |
112 | 33 | 8 | 15 | 4 | (47 | ) | 125 | ||||||||||||||||||||||||
Caribbean TCL |
316 | 5 | 9 | 1 | 3 | (25 | ) | 309 | ||||||||||||||||||||||||
Rest of SCA&C |
269 | 9 | 5 | 25 | 1 | (8 | ) | 301 | ||||||||||||||||||||||||
Reportable segments |
7,868 | 6,789 | 2,985 | 2,290 | 141 | (4,341 | ) | 15,732 | ||||||||||||||||||||||||
Other activities |
— | — | — | — | 468 | — | 468 | |||||||||||||||||||||||||
Consolidated |
$ | 16,200 | ||||||||||||||||||||||||||||||
2023 |
Cement |
Concrete |
Aggregates |
Urbanization solutions |
Others |
Eliminations |
External revenues |
|||||||||||||||||||||||||
Mexico |
$ | 3,378 | 1,397 | 399 | 1,163 | 13 | (1,495 | ) | 4,855 | |||||||||||||||||||||||
United States |
1,988 | 3,070 | 1,347 | 694 | 14 | (1,775 | ) | 5,338 | ||||||||||||||||||||||||
EMEA |
||||||||||||||||||||||||||||||||
United Kingdom |
315 | 344 | 376 | 201 | 22 | (266 | ) | 992 | ||||||||||||||||||||||||
France |
— | 656 | 356 | 17 | — | (187 | ) | 842 | ||||||||||||||||||||||||
Germany |
227 | 171 | 91 | 38 | 62 | (142 | ) | 447 | ||||||||||||||||||||||||
Poland |
331 | 169 | 44 | 6 | — | (84 | ) | 466 | ||||||||||||||||||||||||
Spain |
326 | 119 | 41 | 25 | — | (100 | ) | 411 | ||||||||||||||||||||||||
Israel |
— | 662 | 200 | 116 | 2 | (186 | ) | 794 | ||||||||||||||||||||||||
Rest of EMEA |
551 | 288 | 52 | 17 | 23 | (165 | ) | 766 | ||||||||||||||||||||||||
SCA&C |
||||||||||||||||||||||||||||||||
Colombia |
316 | 163 | 48 | 54 | 22 | (145 | ) | 458 | ||||||||||||||||||||||||
Panama |
128 | 30 | 9 | 12 | 4 | (51 | ) | 132 | ||||||||||||||||||||||||
Caribbean TCL |
316 | 5 | 8 | 1 | 4 | (17 | ) | 317 | ||||||||||||||||||||||||
Rest of SCA&C |
253 | 9 | 5 | 25 | 1 | (8 | ) | 285 | ||||||||||||||||||||||||
Reportable segments |
8,129 | 7,083 | 2,976 | 2,369 | 167 | (4,621 | ) | 16,103 | ||||||||||||||||||||||||
Other activities |
— | — | — | — | 451 | — | 451 | |||||||||||||||||||||||||
Consolidated |
$ | 16,554 | ||||||||||||||||||||||||||||||
2022 |
Cement |
Concrete |
Aggregates |
Urbanization solutions |
Others |
Eliminations |
External revenues |
|||||||||||||||||||||||||
Mexico |
$ | 2,663 | 925 | 261 | 843 | 14 | (1,064 | ) | 3,642 | |||||||||||||||||||||||
United States |
2,017 | 2,871 | 1,202 | 697 | 12 | (1,765 | ) | 5,034 | ||||||||||||||||||||||||
EMEA |
||||||||||||||||||||||||||||||||
United Kingdom |
312 | 329 | 371 | 206 | 27 | (263 | ) | 982 | ||||||||||||||||||||||||
France |
— | 622 | 332 | 15 | — | (188 | ) | 781 | ||||||||||||||||||||||||
Germany |
220 | 186 | 81 | 32 | 71 | (151 | ) | 439 | ||||||||||||||||||||||||
Poland |
282 | 160 | 41 | 4 | 1 | (73 | ) | 415 | ||||||||||||||||||||||||
Spain |
281 | 99 | 34 | 25 | — | (93 | ) | 346 | ||||||||||||||||||||||||
Israel |
— | 718 | 213 | 97 | 21 | (209 | ) | 840 | ||||||||||||||||||||||||
Rest of EMEA |
504 | 260 | 48 | 18 | 26 | (150 | ) | 706 | ||||||||||||||||||||||||
SCA&C |
||||||||||||||||||||||||||||||||
Colombia |
296 | 137 | 40 | 62 | 19 | (125 | ) | 429 | ||||||||||||||||||||||||
Panama |
119 | 27 | 7 | 13 | 2 | (53 | ) | 115 | ||||||||||||||||||||||||
Caribbean TCL |
297 | 4 | 6 | 2 | 5 | (20 | ) | 294 | ||||||||||||||||||||||||
Rest of SCA&C |
245 | 9 | 3 | 19 | 1 | (7 | ) | 270 | ||||||||||||||||||||||||
Reportable segments |
7,236 | 6,347 | 2,639 | 2,033 | 199 | (4,161 | ) | 14,293 | ||||||||||||||||||||||||
Other activities |
— | — | — | — | 413 | — | 413 | |||||||||||||||||||||||||
Consolidated |
$ | 14,706 | ||||||||||||||||||||||||||||||
4 ) |
COST OF SALES |
2024 |
2023 |
2022 |
||||||||||||||
Raw materials and goods for resale |
$ | 4,994 | 5,228 | 4,885 | ||||||||||||
Payroll |
1,798 | 1,711 | 1,452 | |||||||||||||
Electricity, fuels and other services |
1,457 | 1,593 | 1,439 | |||||||||||||
Depreciation and amortization |
1,023 | 985 | 894 | |||||||||||||
Maintenance, repairs and supplies |
959 | 918 | 770 | |||||||||||||
Transportation costs |
527 | 456 | 661 | |||||||||||||
Other production costs and change in inventory |
3 | 88 | 120 | |||||||||||||
| $ | 10,761 | 10,979 | 10,221 | |||||||||||||
5 ) |
OPERATING EXPENSES |
2024 |
2023 |
2022 |
||||||||||||||
Administrative expenses 1, 2 |
$ | 1,336 | 1,354 | 1,046 | ||||||||||||
Selling expenses 2 |
438 | 393 | 344 | |||||||||||||
Administrative and selling expenses |
1,774 | 1,747 | 1,390 | |||||||||||||
Distribution and logistics expenses |
1,837 | 1,869 | 1,734 | |||||||||||||
Operating expenses |
$ | 3,611 | 3,616 | 3,124 | ||||||||||||
1 |
All significant research and development activities are executed by several internal areas of Cemex as part of their daily activities. In 2024, 2023 and 2022, the total combined expenses of these departments recognized within administrative expenses were $59, $55, and $42, respectively. |
2 |
In 2024, 2023 and 2022, administrative expenses include depreciation and amortization of $173, $161 and $138, respectively, and selling expenses include depreciation and amortization of $54 in 2024, $44 in 2023 and $40 in 2022. |
2024 |
2023 |
2022 |
||||||||||||||
Transportation costs |
$ | 1,667 | 1,715 | 1,592 | ||||||||||||
Payroll |
1,125 | 1,096 | 935 | |||||||||||||
Professional legal, accounting and advisory services |
274 | 277 | 185 | |||||||||||||
Depreciation and amortization |
227 | 205 | 178 | |||||||||||||
Maintenance, repairs and supplies |
111 | 98 | 83 | |||||||||||||
Office supplies, utilities and rental expenses |
80 | 85 | 71 | |||||||||||||
Expected credit losses |
15 | 11 | 9 | |||||||||||||
Other operating expenses |
112 | 129 | 71 | |||||||||||||
| $ | 3,611 | 3,616 | 3,124 | |||||||||||||
6 ) |
OTHER EXPENSES, NET |
2024 |
2023 |
2022 |
||||||||||||||
Impairment losses (notes 15.1, 16.1 and 16.2) |
$ | (122 | ) | (43 | ) | (442 | ) | |||||||||
Results from the sale of assets and others 1 |
125 | (166 | ) | (26 | ) | |||||||||||
Restructuring costs 2 |
(10 | ) | (2 | ) | (20 | ) | ||||||||||
| $ | (7 | ) | (211 | ) | (488 | ) | ||||||||||
1 |
In 2024, includes a gain of $139 related to the sale of Cemex’s 34.8% equity interest in Neoris. In 2024, 2023 and 2022, includes expenses of $9, $3 and $1, respectively, in connection with property damage related to natural disasters (note 2 4 .3 ). In addition, in 2022 includes a gain of $48 resulting from the remeasurement at fair value of Cemex’s previous controlling interest in Neoris after the loss of control. |
2 |
Restructuring costs mainly refer to severance payments and expenses related to the definitive closing of operating sites. |
8) |
FINANCIAL ITEMS |
8.1) |
FINANCIAL EXPENSE |
8.2) |
FINANCIAL INCOME AND OTHER ITEMS, NET |
2024 |
2023 |
2022 |
||||||||||||||
Foreign exchange results |
$ | (353 | ) | 130 | 96 | |||||||||||
Financial income |
36 | 37 | 25 | |||||||||||||
Results from financial instruments, net (notes 14.2 and 17.4) |
(4 | ) | (65 | ) | 99 | |||||||||||
Net interest cost of defined benefit liabilities (note 19) |
(40 | ) | (44 | ) | (28 | ) | ||||||||||
Effects of amortized cost on assets and liabilities |
(53 | ) | (42 | ) | (32 | ) | ||||||||||
Others |
35 | — | 12 | |||||||||||||
| $ | (379 | ) | 16 | 172 | ||||||||||||
9) |
CASH AND CASH EQUIVALENTS |
2024 |
2023 |
|||||||||||
Cash and bank accounts |
$ | 330 | 363 | |||||||||
Fixed-income securities and other cash equivalents |
534 | 261 | ||||||||||
| $ | 864 | 624 | ||||||||||
10) |
TRADE ACCOUNTS RECEIVABLE |
2024 |
2023 |
|||||||||||
Trade accounts receivable |
$ | 1,659 | 1,841 | |||||||||
Allowances for expected credit losses |
(77 | ) | (90 | ) | ||||||||
| $ | 1,582 | 1,751 | ||||||||||
|
Accounts receivable |
ECL allowance |
ECL average rate |
||||||||||||||
Mexico |
$ | 332 | 29 | 8.7 | % | |||||||||||
United States |
542 | 8 | 1.5 | % | ||||||||||||
EMEA |
701 | 34 | 4.9 | % | ||||||||||||
SCA&C |
72 | 6 | 8.3 | % | ||||||||||||
Others |
12 | — | — | |||||||||||||
| $ | 1,659 | 77 | ||||||||||||||
2024 |
2023 |
2022 |
||||||||||||||
Allowances for expected credit losses at beginning of period |
$ | 90 | 91 | 101 | ||||||||||||
Charged to selling expenses |
15 | 11 | 9 | |||||||||||||
Deductions |
(17 | ) | (15 | ) | (21 | ) | ||||||||||
Reclassification to assets held for sale |
(6 | ) | — | — | ||||||||||||
Foreign currency translation effects |
(5 | ) | 3 | 2 | ||||||||||||
Allowances for expected credit losses at end of period |
$ | 77 | 90 | 91 | ||||||||||||
11) |
OTHER ACCOUNTS RECEIVABLE |
2024 |
2023 |
|||||||||||
Advances of income taxes and refundable taxes |
$ | 494 | 472 | |||||||||
Non-trade accounts receivable 1 |
87 | 102 | ||||||||||
Current portion of assets from valuation of derivative financial instruments |
64 | 6 | ||||||||||
Interest and notes receivable |
56 | 54 | ||||||||||
Loans to employees and others |
14 | 16 | ||||||||||
| $ | 715 | 650 | ||||||||||
1 |
Non-trade accounts receivable are mainly attributable to the sale of assets. |
12) |
INVENTORIES |
2024 |
2023 |
|||||||||||
Finished goods |
$ | 392 | 461 | |||||||||
Materials and spare parts |
383 | 537 | ||||||||||
Raw materials |
377 | 370 | ||||||||||
Work-in-process |
266 | 330 | ||||||||||
Inventory in transit |
67 | 91 | ||||||||||
| $ | 1,485 | 1,789 | ||||||||||
13) |
ASSETS HELD FOR SALE AND OTHER CURRENT ASSETS |
2024 |
2023 |
|||||||||||
Assets held for sale |
$ | 265 | 49 | |||||||||
Other current assets |
105 | 142 | ||||||||||
| $ | 370 | 191 | ||||||||||
2024 |
2023 |
|||||||||||||||||||||||||||||||
Assets |
Liabilities |
Net Assets |
Assets |
Liabilities |
Net Assets |
|||||||||||||||||||||||||||
Dominican Republic (note 4.2) |
$ | 229 | 91 | 138 | $ | — | — | — | ||||||||||||||||||||||||
Other assets held for sale |
36 | — | 36 | 49 | — | 49 | ||||||||||||||||||||||||||
| $ | 265 | 91 | 174 | $ | 49 | — | 49 | |||||||||||||||||||||||||
14) |
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES, OTHER INVESTMENTS AND NON-CURRENT ACCOUNTS RECEIVABLE |
14.1) |
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES |
Associates |
Activity |
Country |
% |
2024 |
2023 |
|||||||||||||||||||
Camcem, S.A. de C.V. |
Cement | Mexico | 40.1 | $ | 393 | 364 | ||||||||||||||||||
Concrete Supply Co. LLC |
Concrete | United States | 40.0 | 111 | 103 | |||||||||||||||||||
Lehigh White Cement Company |
Cement | United States | 36.8 | 85 | 83 | |||||||||||||||||||
Couch Aggregates, LLC 1 |
Aggregates | United States | 49.0 | 55 | — | |||||||||||||||||||
Neoris N.V. 2 |
Technology | The Netherlands | 34.8 | — | 69 | |||||||||||||||||||
Joint ventures |
||||||||||||||||||||||||
Société d’Exploitation de Carrières |
Aggregates | France | 50.0 | 23 | 24 | |||||||||||||||||||
Société Méridionale de Carrières |
Aggregates | France | 33.3 | 12 | 13 | |||||||||||||||||||
Other companies |
— | — | — | 74 | 73 | |||||||||||||||||||
| $ | 753 | 729 | ||||||||||||||||||||||
Out of which: |
||||||||||||||||||||||||
Acquisition cost |
$ | 388 | 330 | |||||||||||||||||||||
Equity method recognition |
365 | 399 | ||||||||||||||||||||||
1 |
On July 12, 2024, Cemex acquired a non-controlling interest in a newly formed entity which specializes in aggregates production and marine distribution in the Mid-South region of the United States and operates seven aggregate pits and four marine terminals. This transaction is part of Cemex’s ongoing strategy to accelerate growth and expand its aggregates business in the country, increasing Cemex’s presence in this growing market. |
2 |
On November 1, 2024, Cemex sold its 34.8% equity interest in Neoris (note 4.2) |
2024 |
2023 |
|||||||||||
Current assets |
$ | 1,755 | 1,761 | |||||||||
Non-current assets |
2,108 | 1,877 | ||||||||||
Total assets 1 |
3,863 | 3,638 | ||||||||||
Current liabilities |
492 | 468 | ||||||||||
Non-current liabilities |
859 | 850 | ||||||||||
Total liabilities 1 |
1,351 | 1,318 | ||||||||||
Total net assets |
$ | 2,512 | 2,320 | |||||||||
1 |
Out of total assets in 2024 and 2023 of the table above, Camcem, S.A. de C.V. (“Camcem”), holding company of GCC, S.A.B. de C.V., represented 78% and 76%, respectively. In addition, out of total liabilities, Camcem represented 79% in 2024 and 77% in 2023. |
2024 |
2023 |
2022 |
||||||||||||||
Revenues |
$ | 2,098 | 2,410 | 2,319 | ||||||||||||
Operating earnings |
440 | 535 | 398 | |||||||||||||
Income before income tax |
320 | 394 | 268 | |||||||||||||
Net income 1 |
211 | 268 | 186 | |||||||||||||
1 |
Out of net income in the table above, caption that Cemex accounts under the equity method, Camcem represented 68% in 2024, 59% in 2023 and 53% in 2022. |
2024 |
2023 |
2022 |
||||||||||||||
Mexico |
$ | 68 | 65 | 39 | ||||||||||||
United States |
17 | 21 | 17 | |||||||||||||
EMEA |
8 | 10 | 8 | |||||||||||||
Corporate and others |
— | 2 | (34 | ) | ||||||||||||
| $ | 93 | 98 | 30 | |||||||||||||
14.2) |
OTHER INVESTMENTS AND NON-CURRENT ACCOUNTS RECEIVABLE |
2024 |
2023 |
|||||||||||
Non-current accounts receivable 1 |
$ | 191 | 272 | |||||||||
Non-current portion of assets from valuation of derivative financial instruments (note 17.4) |
60 | 64 | ||||||||||
Investments in strategic equity securities |
4 | 3 | ||||||||||
Investments at fair value through the statements of income |
1 | 1 | ||||||||||
| $ | 256 | 340 | ||||||||||
1 |
Includes, among other items: a) accounts receivable from equity investments and joint ventures of $44 in 2024 and $78 in 2023, b) advances to suppliers of fixed assets of $28 in 2024 and $41 in 2023, c) employee prepaid compensation of $11 in 2024 and $8 in 2023 and, d) warranty deposits of $11 in 2024 and $24 in 2023. |
15) |
PROPERTY, MACHINERY AND EQUIPMENT, NET AND ASSETS FOR THE RIGHT-OF-USE, |
2024 |
2023 |
|||||||||||
Property, machinery and equipment, net |
$ | 10,152 | 11,272 | |||||||||
Assets for the right-of-use, |
1,088 | 1,194 | ||||||||||
| $ | 11,240 | 12,466 | ||||||||||
15. 1 ) |
PROPERTY, MACHINERY AND EQUIPMENT, NET |
Years |
||
Administrative buildings |
31 | |
Industrial buildings |
25 | |
Machinery and equipment in plant |
17 | |
Ready-mix trucks and motor vehicles |
11 | |
Office equipment and other assets |
7 | |
2024 |
||||||||||||||||||||||||
Land and mineral reserves |
Building |
Machinery and equipment |
Construction in progress 2
|
Total |
||||||||||||||||||||
Cost at beginning of period |
$ | 5,295 | 2,636 | 12,702 | 1,931 | 22,564 | ||||||||||||||||||
Accumulated depreciation and depletion |
(1,495) | (1,657) | (8,140) | — | (11,292) | |||||||||||||||||||
Net book value at beginning of period |
3,800 | 979 | 4,562 | 1,931 | 11,272 | |||||||||||||||||||
Capital expenditures |
65 | 99 | 695 | 182 | 1,041 | |||||||||||||||||||
Stripping costs 1 |
49 | — | — | — | 49 | |||||||||||||||||||
Total capital expenditures |
114 | 99 | 695 | 182 | 1,090 | |||||||||||||||||||
Ordinary sales 3 |
(42) | (4) | (44) | — | (90) | |||||||||||||||||||
Divestitures and reclassifications 4 |
(67) | (62) | (205) | (359) | (693) | |||||||||||||||||||
Business combinations (note 4.1) |
— | — | 2 | — | 2 | |||||||||||||||||||
Depreciation and depletion for the period |
(34) | (33) | (738) | — | (805) | |||||||||||||||||||
Impairment losses (note 7) |
(36) | (26) | (60) | — | (122) | |||||||||||||||||||
Asset retirement obligations (note 18.3) |
— | 15 | 48 | — | 63 | |||||||||||||||||||
Foreign currency translation effects |
(244) | (77) | 112 | (356) | (565) | |||||||||||||||||||
Cost at end of period |
5,120 | 2,426 | 11,962 | 1,398 | 20,906 | |||||||||||||||||||
Accumulated depreciation and depletion |
(1,629) | (1,535) | (7,590) | — | (10,754) | |||||||||||||||||||
Net book value at end of period |
$ | 3,491 | 891 | 4,372 | 1,398 | 10,152 | ||||||||||||||||||
2023 |
||||||||||||||||||||||||
Land and mineral reserves |
Building |
Machinery and equipment |
Construction in progress 2
|
Total |
||||||||||||||||||||
Cost at beginning of period |
$ | 4,843 | 2,342 | 11,663 | 1,668 | 20,516 | ||||||||||||||||||
Accumulated depreciation and depletion |
(1,337) | (1,513) | (7,510) | — | (10,360) | |||||||||||||||||||
Net book value at beginning of period |
3,506 | 829 | 4,153 | 1,668 | 10,156 | |||||||||||||||||||
Capital expenditures |
33 | 86 | 720 | 200 | 1,039 | |||||||||||||||||||
Stripping costs 1 |
37 | — | — | — | 37 | |||||||||||||||||||
Total capital expenditures |
70 | 86 | 720 | 200 | 1,076 | |||||||||||||||||||
Ordinary sales 3 |
(31) | (2) | (75) | — | (108) | |||||||||||||||||||
Business combinations (note 4.1) |
13 | 4 | 22 | — | 39 | |||||||||||||||||||
Depreciation and depletion for the period |
(140) | (74) | (628) | — | (842) | |||||||||||||||||||
Impairment losses (note 7) |
(16) | (2) | (18) | — | (36) | |||||||||||||||||||
Asset retirement obligations (note 18.3) |
— | 20 | 44 | — | 64 | |||||||||||||||||||
Foreign currency translation effects |
398 | 118 | 344 | 63 | 923 | |||||||||||||||||||
Cost at end of period |
5,295 | 2,636 | 12,702 | 1,931 | 22,564 | |||||||||||||||||||
Accumulated depreciation and depletion |
(1,495) | (1,657) | (8,140) | — | (11,292) | |||||||||||||||||||
Net book value at end of period |
$ | 3,800 | 979 | 4,562 | 1,931 | 11,272 | ||||||||||||||||||
1 |
All waste removal costs or stripping costs incurred in the operative phase of surface mines to access the mineral reserves are recognized as part of their carrying amount. The capitalized amounts are subsequently amortized over the expected useful life of exposed ore body based on the units-of-production |
2 |
As of December 31, 2024, in connection with the cement plant located in the municipality of Maceo in Colombia (the “Maceo Plant”) with an annual capacity of 1.3 million tons of cement, Cemex is performing the last infrastructure works required at the Maceo Plant to initiate commercial operations during 2025, including the access road to the plant, among others. There are also several ongoing processes for the proper operation of the assets and other legal proceedings (note 25.3). As of December 31, 2024, the carrying amount of the Maceo Plant is for an amount in Colombian Pesos equivalent to $335. |
3 |
In 2024 includes sales of non-strategic fixed assets in the United States and the United Kingdom for $69 and $7, respectively, among others. In 2023 includes sales of non-strategic fixed assets in the United States and France for $23 and $16, respectively, among others. |
4 |
In 2024 includes the reclassification to assets held for sale of the Dominican Republic operations for $115, as well as the divestiture of the operations in the Philippines and Guatemala for $542 and $36, respectively (note 4.2). |
2024 |
2023 |
2022 |
||||||||||||||
France |
$ | 45 | 6 | — | ||||||||||||
United States |
24 | 3 | 26 | |||||||||||||
Caribbean TCL |
16 | 7 | 14 | |||||||||||||
Spain |
15 | 2 | 23 | |||||||||||||
United Kingdom |
9 | 5 | 10 | |||||||||||||
Others |
13 | 13 | 4 | |||||||||||||
| $ | 122 | 36 | 77 | |||||||||||||
15. 2 ) |
ASSETS FOR THE RIGHT-OF-USE, |
2024 |
||||||||||||||||||||||||
Land |
Buildings |
Machinery and equipment |
Others |
Total |
||||||||||||||||||||
Assets for the right-of-use |
$ | 476 | 356 | 1,722 | 58 | 2,612 | ||||||||||||||||||
Accumulated depreciation |
(155 | ) | (234 | ) | (985 | ) | (44 | ) | (1,418 | ) | ||||||||||||||
Net book value at beginning of period |
321 | 122 | 737 | 14 | 1,194 | |||||||||||||||||||
Additions of new leases |
24 | 76 | 171 | 19 | 290 | |||||||||||||||||||
Cancellations and remeasurements, net |
(22 | ) | (2 | ) | (16 | ) | (2 | ) | (42 | ) | ||||||||||||||
Divestitures and reclassifications (note 4.2) |
(34 | ) | (3 | ) | (4 | ) | — | (41 | ) | |||||||||||||||
Business combinations (note 4.1) |
6 | — | — | — | 6 | |||||||||||||||||||
Depreciation |
(34 | ) | (36 | ) | (177 | ) | (13 | ) | (260 | ) | ||||||||||||||
Foreign currency translation effects |
(16 | ) | 18 | (67 | ) | 6 | (59 | ) | ||||||||||||||||
Assets for the right-of-use |
456 | 365 | 1,571 | 69 | 2,461 | |||||||||||||||||||
Accumulated depreciation |
(211 | ) | (190 | ) | (927 | ) | (45 | ) | (1,373 | ) | ||||||||||||||
Net book value at end of period |
$ | 245 | 175 | 644 | 24 | 1,088 | ||||||||||||||||||
2023 |
||||||||||||||||||||||||
Land |
Buildings |
Machinery and equipment |
Others |
Total |
||||||||||||||||||||
Assets for the right-of-use |
$ | 439 | 335 | 1,570 | 55 | 2,399 | ||||||||||||||||||
Accumulated depreciation |
(142 | ) | (203 | ) | (894 | ) | (32 | ) | (1,271 | ) | ||||||||||||||
Net book value at beginning of period |
297 | 132 | 676 | 23 | 1,128 | |||||||||||||||||||
Additions of new leases |
36 | 9 | 284 | 12 | 341 | |||||||||||||||||||
Cancellations and remeasurements, net |
(10 | ) | (4 | ) | (14 | ) | (1 | ) | (29 | ) | ||||||||||||||
Depreciation |
(14 | ) | (32 | ) | (135 | ) | (12 | ) | (193 | ) | ||||||||||||||
Foreign currency translation effects |
12 | 17 | (74 | ) | (8 | ) | (53 | ) | ||||||||||||||||
Assets for the right-of-use |
476 | 356 | 1,722 | 58 | 2,612 | |||||||||||||||||||
Accumulated depreciation |
(155 | ) | (234 | ) | (985 | ) | (44 | ) | (1,418 | ) | ||||||||||||||
Net book value at end of period |
$ | 321 | 122 | 737 | 14 | 1,194 | ||||||||||||||||||
16) |
GOODWILL AND INTANGIBLE ASSETS, NET |
16.1) |
BALANCES AND CHANGES DURING THE PERIOD |
2024 |
2023 |
|||||||||||||||||||||||||||||||
Cost |
Accumulated amortization |
Carrying amount |
Cost |
Accumulated amortization |
Carrying amount |
|||||||||||||||||||||||||||
Intangible assets of indefinite useful life: |
||||||||||||||||||||||||||||||||
Goodwill |
$ | 7,441 | — | 7,441 | $ | 7,674 | — | 7,674 | ||||||||||||||||||||||||
Intangible assets of definite useful life: |
||||||||||||||||||||||||||||||||
Extraction rights |
1,796 | (506 | ) | 1,290 | 1,768 | (479 | ) | 1,289 | ||||||||||||||||||||||||
Internally developed software |
1,137 | (734 | ) | 403 | 973 | (639 | ) | 334 | ||||||||||||||||||||||||
Customer relationships |
— | — | — | 196 | (196 | ) | — | |||||||||||||||||||||||||
Mining projects |
49 | (8 | ) | 41 | 47 | (7 | ) | 40 | ||||||||||||||||||||||||
Industrial property and trademarks |
29 | (17 | ) | 12 | 32 | (16 | ) | 16 | ||||||||||||||||||||||||
Other intangible assets |
390 | (216 | ) | 174 | 357 | (180 | ) | 177 | ||||||||||||||||||||||||
| $ | 10,842 | (1,481 | ) | 9,361 | $ | 11,047 | (1,517 | ) | 9,530 | |||||||||||||||||||||||
2024 |
2023 |
|||||||||||
Balance at beginning of period |
$ | 7,674 | 7,538 | |||||||||
Divestitures and reclassifications (note 4.2) |
(92 | ) | — | |||||||||
Business combinations (note 4.1) |
5 | 8 | ||||||||||
Foreign currency translation effects |
(146 | ) | 128 | |||||||||
Balance at end of period |
$ | 7,441 | 7,674 | |||||||||
2024 |
||||||||||||||||||||||||||||
Extraction rights |
Internally developed software 1
|
Mining projects |
Industrial property and trademarks |
Others |
Total |
|||||||||||||||||||||||
Balance at beginning of period |
$ | 1,289 | 334 | 40 | 16 | 177 | 1,856 | |||||||||||||||||||||
Amortization for the period |
(47 | ) | (103 | ) | (1 | ) | (1 | ) | (33 | ) | (185) | |||||||||||||||||
Additions (disposals), net 1 |
55 | 188 | 3 | (2 | ) | 52 | 296 | |||||||||||||||||||||
Foreign currency translation effects |
(7 | ) | (16 | ) | (1 | ) | (1 | ) | (22 | ) | (47) | |||||||||||||||||
Balance at the end of period |
$ | 1,290 | 403 | 41 | 12 | 174 | 1,920 | |||||||||||||||||||||
2023 |
||||||||||||||||||||||||||||
Extraction rights |
Internally developed software 1
|
Mining projects |
Industrial property and trademarks |
Others |
Total |
|||||||||||||||||||||||
Balance at beginning of period |
$ | 1,277 | 286 | 33 | 17 | 142 | 1,755 | |||||||||||||||||||||
Amortization for the period |
(42 | ) | (91 | ) | (1 | ) | (1 | ) | (20 | ) | (155) | |||||||||||||||||
Impairment (note 7) |
(7 | ) | — | — | — | — | (7) | |||||||||||||||||||||
Additions (disposals), net 1 |
2 | 148 | 7 | 2 | 48 | 207 | ||||||||||||||||||||||
Business combinations |
26 | — | — | — | — | 26 | ||||||||||||||||||||||
Foreign currency translation effects |
33 | (9 | ) | 1 | (2 | ) | 7 | 30 | ||||||||||||||||||||
Balance at the end of period |
$ | 1,289 | 334 | 40 | 16 | 177 | 1,856 | |||||||||||||||||||||
1 |
Includes the capitalized direct costs incurred in the development stage of internal-use software, such as professional fees, direct labor and related travel expenses. The capitalized amounts are amortized to the statement of income over a period ranging from 3 to 5 years. |
16.2) |
ANALYSIS OF GOODWILL IMPAIRMENT |
2024 |
2023 |
|||||||||||
| |
|
|||||||||||
| Mexico |
$ | 359 | 441 | |||||||||
| United States |
6,176 | 6,176 | ||||||||||
| EMEA |
||||||||||||
| United Kingdom |
259 | 264 | ||||||||||
| France |
194 | 207 | ||||||||||
| Spain |
55 | 59 | ||||||||||
| Philippines 1 |
— | 82 | ||||||||||
| Rest of EMEA 2 |
50 | 50 | ||||||||||
| SCA&C |
||||||||||||
| Colombia |
220 | 254 | ||||||||||
| Caribbean TCL |
83 | 83 | ||||||||||
| Rest of SCA&C 3 |
45 | 58 | ||||||||||
| |
|
|||||||||||
| $ | 7,441 | 7,674 | ||||||||||
| |
|
|||||||||||
1 |
In December 2024, Cemex sold its operations and assets in the Philippines (note 4.2). |
2 |
This caption refers to the operating segments in Israel, the Czech Republic, Egypt and Germany. |
3 |
This caption refers to the operating segments in the Caribbean and Panama. In 2024, goodwill associated with the Company’s operations in the Dominican Republic of $13 was reclassified to “Assets held for sale” (note 4.2). |
Discount rates |
Long-term growth rates 1
| |||||||||||
| |
| |||||||||||
Groups of CGUs |
2024 |
2023 |
2022 |
2024 |
2023 |
2022 | ||||||
| |
| |||||||||||
| United States |
9.4% | 10.1% | 9.1% | 2.1% | 2.0% | 2.0% | ||||||
| United Kingdom |
9.7% | 10.4% | 9.1% | 1.3% | 1.5% | 1.5% | ||||||
| France |
9.8% | 10.4% | 9.2% | 1.3% | 1.5% | 1.4% | ||||||
| Spain |
9.8% | 10.7% | 9.4% | 1.6% | 1.6% | 1.7% | ||||||
| Mexico |
10.9% | 11.6% | 10.3% | 0.5% | 1.0% | 1.1% | ||||||
| Colombia |
12.1% | 12.7% | 10.9% | 3.0% | 3.3% | 3.3% | ||||||
| Range of rates in other countries |
9.6% – 12.8% | 10.3% – 14.7% | 9.3% – 13.9% | 0.7% – 4.0% | 1.1% – 4.0% | 1.5% – 4.5% | ||||||
| |
| |||||||||||
1 |
Cemex’s long-term growth rates are generally based on projections issued by the International Monetary Fund (“IMF”) as maximum benchmarks but may be adjusted downwards based on industry specific expectations. |
Impairment effects from the sensitivity analyses to changes in assumptions as of December 31, 2024 |
||||||||||||||||||||
| |
|
|||||||||||||||||||
Operating segment |
Impairment losses recognized |
Discount rate
+1% |
Long-term
growth rate –1% |
Multiples Operating EBITDA 9.7x |
||||||||||||||||
| |
|
|||||||||||||||||||
| United States |
$ | — | 509 | 213 | — | |||||||||||||||
| Colombia |
$ | — | 49 | 23 | — | |||||||||||||||
| |
|
|||||||||||||||||||
17) |
FINANCIAL INSTRUMENTS |
17.1) |
CURRENT AND NON-CURRENT DEBT |
2024 |
2023 |
|||||||||||||||||||||||||||||||
Current |
Non-current |
Total 1, 2
|
Current |
Non-current |
Total 1, 2
|
|||||||||||||||||||||||||||
Floating rate debt |
$ | 23 | 1,305 | 1,328 | $ | 13 | 1,968 | 1,981 | ||||||||||||||||||||||||
Fixed rate debt |
166 | 4,035 | 4,201 | 12 | 4,235 | 4,247 | ||||||||||||||||||||||||||
| $ | 189 | 5,340 | 5,529 | $ | 25 | 6,203 | 6,228 | |||||||||||||||||||||||||
Effective rate 3
|
||||||||||||||||||||||||||||||||
Floating rate |
5.1% | 6.0% | 6.4% | 7.1% | ||||||||||||||||||||||||||||
Fixed rate |
7.3% | 4.6% | 4.4% | 5.0% | ||||||||||||||||||||||||||||
2024 |
2023 |
|||||||||||||||||||||||||||||||||||||||
Currency |
Current |
Non-current |
Total |
Effective rate 3
|
Current |
Non-current |
Total |
Effective rate 3
|
||||||||||||||||||||||||||||||||
Dollars |
$ | 161 | 3,595 | 3,756 | 5.1% | $ | 1 | 4,348 | 4,349 | 5.5% | ||||||||||||||||||||||||||||||
Euros |
2 | 876 | 878 | 3.9% | 9 | 990 | 999 | 4.2% | ||||||||||||||||||||||||||||||||
Pesos |
— | 842 | 842 | 11.2% | — | 704 | 704 | 12.0% | ||||||||||||||||||||||||||||||||
Philippine Pesos |
— | — | — | — | 11 | 112 | 123 | 7.1% | ||||||||||||||||||||||||||||||||
Other currencies |
26 | 27 | 53 | 5.4% | 4 | 49 | 53 | 4.5% | ||||||||||||||||||||||||||||||||
| $ | 189 | 5,340 | 5,529 | $ | 25 | 6,203 | 6,228 | |||||||||||||||||||||||||||||||||
1 |
As of December 31, 2024 and 2023, from the total debt of $5,529 and $6,228, respectively, 95% and 94% was held in the Parent Company and 5% and 6% in subsidiaries of the Parent Company, respectively. |
2 |
As of December 31, 2024 and 2023, cumulative discounts, fees and other direct costs incurred in Cemex’s outstanding debt borrowings and the issuance of notes payable (jointly “Issuance Costs”) for $29 and $47, respectively, are presented reducing debt balances and are amortized to financial expense over the maturity of the related debt instruments under the effective interest rate method. |
3 |
In 2024 and 2023, represents the weighted-average effective interest rate of the related debt agreements determined at the end of each period. |
2024 |
Current |
Non-current |
2023 |
Current |
Non-current |
|||||||||||||||||||||
Bank loans |
Bank loans |
|||||||||||||||||||||||||
| Lines of credit, 2025 to 2026 | $11 | 81 | Lines of credit, 2024 to 2025 | $ | 10 | 202 | ||||||||||||||||||||
| Syndicated loans, 2026 to 2029 | — | 1,731 | Syndicated loans, 2025 to 2028 | — | 2,476 | |||||||||||||||||||||
| 11 | 1,812 | 10 | 2,678 | |||||||||||||||||||||||
Notes payable |
Notes payable |
|||||||||||||||||||||||||
| Medium-term notes, 2025 to 2031 | 150 | 3,538 | Medium-term notes, 2026 to 2031 | — | 3,508 | |||||||||||||||||||||
| Other notes payable, 2025 to 2027 | 6 | 12 | Other notes payable, 2024 to 2027 | 5 | 27 | |||||||||||||||||||||
| 156 | 3,550 | 5 | 3,535 | |||||||||||||||||||||||
| Total bank loans and notes payable | 167 | 5,362 | Total bank loans and notes payable | 15 | 6,213 | |||||||||||||||||||||
| Current maturities | 22 | (22) | Current maturities | 10 | (10) | |||||||||||||||||||||
| $ | 189 | 5,340 | $ | 25 | 6,203 | |||||||||||||||||||||
2024 |
2023 |
2022 |
||||||||||||||
Debt at beginning of year |
$ | 6,228 | 6,971 | 7,379 | ||||||||||||
Proceeds from new debt instruments |
5,048 | 2,938 | 2,006 | |||||||||||||
Debt repayments |
(5,497) | (3,840) | (2,420) | |||||||||||||
Foreign currency translation and accretion effects |
(250) | 159 | 6 | |||||||||||||
Debt at end of year |
$ | 5,529
|
6,228
|
6,971 | ||||||||||||
Consolidated |
debt – continued |
Description |
Date of issuance |
Issuer 1
|
Currency |
Principal amount |
Rate |
Maturity |
|
Redeemed amount 2
$ |
|
|
Outstanding amount 2
$ |
|
2024 |
2023 |
||||||||||||||||||||||||||||
| 2023 CEBURES variable rate 3 |
Cemex, S.A.B. de C.V. | Peso | 3,000 | TIIE+.45% | — | 144 | $ | 144 | 59 | |||||||||||||||||||||||||||||||||
| 2023 CEBURES fixed rate 3 |
Cemex, S.A.B. de C.V. | Peso | 8,500 | 11.480% | — | 408 | 411 | 292 | ||||||||||||||||||||||||||||||||||
| July 2031 Notes 4 |
Cemex, S.A.B. de C.V. | Dollar | 1,750 | 3.875% | (642) | 1,108 | 1,104 | 1,102 | ||||||||||||||||||||||||||||||||||
| September 2030 Notes 4 |
Cemex, S.A.B. de C.V. | Dollar | 1,000 | 5.2% | (283) | 717 | 715 | 714 | ||||||||||||||||||||||||||||||||||
| November 2029 Notes 4 |
Cemex, S.A.B. de C.V. | Dollar | 1,000 | 5.45% | (247) | 753 | 750 | 749 | ||||||||||||||||||||||||||||||||||
| March 2026 Notes 4 |
Cemex, S.A.B. de C.V. | Euro | 400 | 3.125% | — | 414 | 414 | 441 | ||||||||||||||||||||||||||||||||||
| July 2025 Notes | Cemex Materials LLC | Dollar | 150 | 7.70% | — | 150 | — | 151 | ||||||||||||||||||||||||||||||||||
Other notes payable |
12 |
27 |
||||||||||||||||||||||||||||||||||||||||
| $ | 3,550 | 3,535 | ||||||||||||||||||||||||||||||||||||||||
1 |
As of December 31, 2024, except for the July 2025 Notes and other notes payable, these issuances are fully and unconditionally guaranteed by Cemex Concretos, S.A. de C.V., Cemex Operaciones México, S.A. de C.V., Cemex Innovation Holding Ltd. and Cemex Corp. The July 2025 Notes are fully and unconditionally guaranteed by Cemex Corp. |
2 |
Presented net of all notes repurchased by Cemex. As of December 31, 2024, all repurchased notes have been canceled. |
3 |
On February 16, 2024, Cemex reopened and placed an additional principal amount of Ps5,500 of its sustainability-linked long-term notes ( Certificados Bursátiles de Largo Plazo |
4 |
During 2022, pursuant to tender offers and other market transactions, Cemex partially repurchased several series of its notes for an aggregate notional amount of $1,172. The difference between the amount paid for such notes and the notional amount redeemed, net of transactional costs, generated a repurchase gain of $104, recognized in the line item “Financial income and other items, net.” |
Bank loans |
Notes payable |
Total |
||||||||||||||
| 2026 | $ | 275 | 565 | 840 | ||||||||||||
| 2027 | 694 | 4 | 698 | |||||||||||||
| 2028 | 694 | 2 | 696 | |||||||||||||
| 2029 | 93 | 750 | 843 | |||||||||||||
| 2030 and thereafter | 34 | 2,229 | 2,263 | |||||||||||||
| $ | 1,790 | 3,550 | 5,340 | |||||||||||||
Lines of credit |
Available |
|||||||||||
| Other lines of credit in foreign subsidiaries 1 |
$ | 392 | 250 | |||||||||
| Other lines of credit from banks 1 |
1,009 | 1,009 | ||||||||||
| Revolving credit facility 2023 Credit Agreement | 2,311 | 2,311 | ||||||||||
| $ | 3,712 | 3,570 | ||||||||||
1 |
Uncommitted amounts subject to the banks’ availability. |
1 |
The Secured Overnight Financing Rate (“SOFR”) is a measure of the cost of borrowing cash overnight collateralized by Treasury securities. As of December 31, 2024 and 2023, SOFR rate was 4.49% and 5.38%, respectively. The contraction “bps” means basis points. One hundred basis points equal 1%. |
• |
Under the 2023 Credit Agreement and the 2021 Credit Agreement, the ratio is calculated by dividing “Consolidated Net Debt” by “Consolidated EBITDA” for the last twelve months as of the calculation date. Consolidated Net Debt equals debt, as reported in the statement of financial position, net of cash and cash equivalents, excluding any existing or future obligations under any securitization program, and any subordinated debt of Cemex, adjusted for net mark-to-market |
| • | Under the 2023 Credit Agreement and the 2021 Credit Agreement, the ratio is calculated by dividing Consolidated EBITDA by the financial expense for the last twelve months as of the calculation date. |
Consolidated financial ratios |
Refers to the compliance limits and calculations that were effective on each date |
|||||||||||||
| |
|
|||||||||||||
2024 |
2023 |
2022 |
||||||||||||
| |
|
|||||||||||||
| Leverage ratio | Limit |
<=3.75 | <=3.75 | <=3.75 | ||||||||||
Calculation |
1.81 | 2.06 | 2.84 | |||||||||||
| |
|
|||||||||||||
| Coverage ratio | Limit |
>=2.75 | >=2.75 | >=2.75 | ||||||||||
Calculation |
7.26 | 7.91 | 6.27 | |||||||||||
| |
|
|||||||||||||
17.2) |
OTHER FINANCIAL OBLIGATIONS |
2024 |
2023 |
|||||||||||||||||||||||||||||||
Current |
Non-current |
Total |
Current |
Non-current |
Total |
|||||||||||||||||||||||||||
| I. Leases | $ | 269 | 902 | 1,171 | $ | 272 | 986 | 1,258 | ||||||||||||||||||||||||
| II. Liabilities secured with accounts receivable | 658 | — | 658 | 678 | — | 678 | ||||||||||||||||||||||||||
| $ | 927 | 902 | 1,829 | $ | 950 | 986 | 1,936 | |||||||||||||||||||||||||
I. |
Leases (notes 8.1, 15.2, 24.1 and 29.4) |
2024 |
2023 |
2022 |
||||||||||||||
Lease financial liability at beginning of year |
$ | 1,258 | 1,176 | 1,176 | ||||||||||||
Additions from new leases |
290 | 341 | 296 | |||||||||||||
Reductions from payments |
(296 | ) | (256 | ) | (276) | |||||||||||
Cancellations and liability remeasurements |
(47 | ) | (24 | ) | 7 | |||||||||||
Foreign currency translation and accretion effects |
(34 | ) | 21 | (27) | ||||||||||||
| Lease financial liability at end of year | $ | 1,171 | 1,258 | 1,176 | ||||||||||||
Total |
||||||||
2026 |
$ | 203 | ||||||
2027 |
149 | |||||||
2028 |
124 | |||||||
2029 |
85 | |||||||
2030 and thereafter |
341 | |||||||
| $ |
|
|
902 | |||||
II. |
Liabilities secured with accounts receivable |
17.3) |
FAIR VALUE OF FINANCIAL INSTRUMENTS |
2024 |
2023 |
|||||||||||||||||||||||
|
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|||||||||||||||||||||
Financial assets |
||||||||||||||||||||||||
Derivative financial instruments (notes 14.2 and 17.4) |
$ | 60 | 60 | $ | 64 | 64 | ||||||||||||||||||
Other investments and non-current accounts receivable (note 14.2) |
196 | 179 | 276 | 266 | ||||||||||||||||||||
| $ | 256 | 239 | $ | 340 | 330 | |||||||||||||||||||
Financial liabilities |
||||||||||||||||||||||||
Long-term debt (note 17.1) |
$ | 5,340 | 5,145 | $ | 6,203 | 6,030 | ||||||||||||||||||
Other financial obligations (note 17.2) |
902 | 898 | 986 | 919 | ||||||||||||||||||||
Derivative financial instruments (notes 17.4 and 18.3) |
100 | 100 | 15 | 15 | ||||||||||||||||||||
| $ | 6,342 | 6,143 | $ | 7,204 | 6,964 | |||||||||||||||||||
2024 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||||||
Assets measured at fair value |
||||||||||||||||||||
Derivative financial instruments (notes 14.2 and 17.4) |
$ | — | 60 | — | 60 | |||||||||||||||
Investments in strategic equity securities (note 14.2) |
4 | — | — | 4 | ||||||||||||||||
Other investments at fair value through earnings (note 14.2) |
— | 1 | — | 1 | ||||||||||||||||
| $ | 4 | 61 | — | 65 | ||||||||||||||||
Liabilities measured at fair value |
||||||||||||||||||||
Derivative financial instruments (notes 17.4 and 18.3) |
$ | — | 100 | — | 100 | |||||||||||||||
2023 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||||||
Assets measured at fair value |
||||||||||||||||||||
Derivative financial instruments (notes 14.2 and 17.4) |
$ | — | 64 | — | 64 | |||||||||||||||
Investments in strategic equity securities (note 14.2) |
3 | — | — | 3 | ||||||||||||||||
Other investments at fair value through earnings (note 14.2) |
— | 1 | — | 1 | ||||||||||||||||
| $ | 3 | 65 | — | 68 | ||||||||||||||||
Liabilities measured at fair value |
||||||||||||||||||||
Derivative financial instruments (notes 17.4 and 18.3) |
$ | — | 15 | — | 15 | |||||||||||||||
17.4) |
DERIVATIVE FINANCIAL INSTRUMENTS |
2024 |
2023 |
|||||||||||||||||||
Notional amount |
Fair value |
Notional amount |
Fair value |
|||||||||||||||||
I. Foreign exchange forwards hedging the net investment |
$ | 713 | 63 | 976 | (94 | ) | ||||||||||||||
II. Cross currency swaps |
658 | (100 | ) | 335 | 23 | |||||||||||||||
III. Interest rate swaps |
600 | 14 | 750 | 30 | ||||||||||||||||
IV. Fuel price hedging |
356 | 6 | 232 | 5 | ||||||||||||||||
V. Foreign exchange options |
650 | 41 | 300 | 10 | ||||||||||||||||
| $ | 2,977 | 24 | 2,593 | (26 | ) | |||||||||||||||
I. |
Net investment hedges |
II. |
Cross currency swaps |
III. |
Interest rate swaps |
IV. |
Fuel price hedging |
V. |
Foreign exchange options |
17.5) |
RISK MANAGEMENT |
Risk |
management – continued |
2024 |
||||||||||||||||||||||||||||
Mexico |
United States |
EMEA |
SCA&C |
Others 1 |
Total |
|||||||||||||||||||||||
Monetary assets |
$ | 1,683 | 648 | 1,216 | 241 | 338 | 4,126 | |||||||||||||||||||||
Monetary liabilities |
1,859 | 2,893 | 2,699 | 701 | 6,352 | 14,504 | ||||||||||||||||||||||
Net monetary assets (liabilities) |
$ | (176 | ) | (2,245 | ) | (1,483 | ) | (460 | ) | (6,014 | ) | (10,378) | ||||||||||||||||
Out of which: |
||||||||||||||||||||||||||||
Dollars |
$ | (149 | ) | (2,248 | ) | (16 | ) | (24 | ) | (4,087 | ) | (6,524) | ||||||||||||||||
Pesos |
(27 | ) | — | — | — | (797 | ) | (824) | ||||||||||||||||||||
Euros |
— | — | (606 | ) | — | (1,278 | ) | (1,884) | ||||||||||||||||||||
Pounds |
— | — | (601 | ) | — | 85 | (516) | |||||||||||||||||||||
Other currencies |
— | 3 | (260 | ) | (436 | ) | 63 | (630) | ||||||||||||||||||||
| $ | (176 | ) | (2,245 | ) | (1,483 | ) | (460 | ) | (6,014 | ) | (10,378) | |||||||||||||||||
2023 |
||||||||||||||||||||||||||||
Mexico |
United States |
EMEA |
SCA&C |
Others 1 |
Total |
|||||||||||||||||||||||
Monetary assets |
$ | 1,627 | 651 | 1,491 | 274 | (241 | ) | 3,802 | ||||||||||||||||||||
Monetary liabilities |
2,184 | 2,679 | 3,087 | 730 | 7,179 | 15,859 | ||||||||||||||||||||||
Net monetary assets (liabilities) |
$ | (557 | ) | (2,028 | ) | (1,596 | ) | (456 | ) | (7,420 | ) | (12,057) | ||||||||||||||||
Out of which: |
||||||||||||||||||||||||||||
Dollars |
$ | (157 | ) | (2,030 | ) | (5 | ) | (61 | ) | (4,780 | ) | (7,033) | ||||||||||||||||
Pesos |
(400 | ) | — | — | — | (524 | ) | (924) | ||||||||||||||||||||
Euros |
— | — | (660 | ) | — | (1,563 | ) | (2,223) | ||||||||||||||||||||
Pounds |
— | — | (710 | ) | — | 97 | (613) | |||||||||||||||||||||
Other currencies |
— | 2 | (221 | ) | (395 | ) | (650 | ) | (1,264) | |||||||||||||||||||
| $ | (557 | ) | (2,028 | ) | (1,596 | ) | (456 | ) | (7,420 | ) | (12,057) | |||||||||||||||||
1 |
Includes the Parent Company, Cemex’s financing subsidiaries, among other entities. |
18) |
TRADE ACCOUNTS PAYABLE, OTHER CURRENT LIABILITIES AND NON-CURRENT LIABILITIES |
18. 1 ) |
TRADE ACCOUNTS PAYABLE |
18. 2 ) |
OTHER CURRENT LIABILITIES |
2024 |
2023 |
|||||||||||
Other accounts payable and accrued expenses 1 |
$ | 569 | 656 | |||||||||
Provisions 2 |
399 | 492 | ||||||||||
Contract liabilities with customers (note 3) 3 |
269 | 384 | ||||||||||
Interest payable |
89 | 88 | ||||||||||
| $ | 1,326 | 1,620 | ||||||||||
1 |
Other accounts payable and accrued expenses mainly refer to accrued fixed and variable employee benefits, insurance payments and accruals for public services. These amounts are revolving in nature and are expected to be settled and replaced by similar amounts within the next 12 months. |
2 |
Current provisions are detailed by concept in note 18.3 below. |
3 |
As of December 31, 2024 and 2023, contract liabilities with customers included $225 and $339, respectively, of advances received from customers, as well as in 2024 and 2023 the current portion of deferred revenues in connection with advances under long-term clinker supply agreements of $5 in both years. Note 3 includes the changes during the period of this caption. |
2024 |
2023 |
|||||||||||
Asset retirement obligations 1 |
$ | 563 | 470 | |||||||||
Environmental liabilities 2 |
203 | 250 | ||||||||||
Accruals for legal assessments and other responsibilities 3 |
95 | 100 | ||||||||||
Non-current liabilities for valuation of derivative instruments |
100 | 15 | ||||||||||
Other non-current liabilities and provisions 4 |
420 | 329 | ||||||||||
| $ | 1,381 | 1,164 | ||||||||||
1 |
Provisions for asset retirement obligations include future estimated costs for demolition, cleaning and reforestation of production sites at the end of their operation, which are initially recognized against the related assets and are depreciated over their estimated useful life. |
2 |
Environmental liabilities include future estimated costs arising from legal or constructive obligations, related to cleaning, reforestation and other remedial actions to remediate damage caused to the environment. The expected average period to settle these obligations is greater than 15 years. |
3 |
Provisions for legal claims and other responsibilities include items related to tax contingencies. |
4 |
As of December 31, 2024 and 2023, the balance includes deferred revenues of $17 and $22, respectively, that are amortized to the statement of income as deliverables are fulfilled over the maturity of long-term clinker supply agreements. |
2024 |
||||||||||||||||||||||||||||||||
Asset retirement obligations |
Environmental liabilities |
Accruals for legal proceedings |
Valuation of derivative instruments |
Other liabilities and provisions |
Total |
2023 |
||||||||||||||||||||||||||
Balance at beginning of period |
$ | 573 | 279 | 105 | 95 | 604 | 1,656 | 1,341 | ||||||||||||||||||||||||
Additions or increase in estimates |
63 | 6 | 45 | 123 | 158 | 395 | 532 | |||||||||||||||||||||||||
Releases or decrease in estimates |
(12 | ) | (52 | ) | (41 | ) | (118 | ) | (95 | ) | (318 | ) | (314 | ) | ||||||||||||||||||
Accretion expense |
38 | — | — | — | 15 | 53 | 42 | |||||||||||||||||||||||||
Foreign currency translation |
26 | (5 | ) | (8 | ) | — | (19 | ) | (6 | ) | 55 | |||||||||||||||||||||
Balance at end of period |
$ | 688 | 228 | 101 | 100 | 663 | 1,780 | 1,656 | ||||||||||||||||||||||||
Out of which: |
||||||||||||||||||||||||||||||||
Current provisions |
$ | 125 | 25 | 6 | — | 243 | 399 | 492 | ||||||||||||||||||||||||
Other non-current liabilities |
563 | 203 | 95 | 100 | 420 | 1,381 | 1,164 | |||||||||||||||||||||||||
19) |
PENSIONS AND POST-EMPLOYMENT BENEFITS |
Pensions |
Other benefits |
Total |
||||||||||||||||||||||||||||||||||||||
Net period cost (income): |
2024 |
2023 |
2022 |
2024 |
2023 |
2022 |
2024 |
2023 |
2022 |
|||||||||||||||||||||||||||||||
Recorded in operating costs and expenses |
||||||||||||||||||||||||||||||||||||||||
Service cost |
$ | 7 | 6 | 7 | 4 | 4 | 4 | 11 | 10 | 11 | ||||||||||||||||||||||||||||||
Past service cost |
— | — | 1 | — | — | — | — | — | 1 | |||||||||||||||||||||||||||||||
Settlements, curtailments and other changes |
— | (9 | ) | 2 | — | (1 | ) | — | — | (10 | ) | 2 | ||||||||||||||||||||||||||||
| 7 | (3 | ) | 10 | 4 | 3 | 4 | 11 | — | 14 | |||||||||||||||||||||||||||||||
Recorded in other financial expenses |
||||||||||||||||||||||||||||||||||||||||
Net interest cost |
32 | 36 | 22 | 8 | 8 | 6 | 40 | 44 | 28 | |||||||||||||||||||||||||||||||
Recorded in other comprehensive income |
||||||||||||||||||||||||||||||||||||||||
Actuarial (gains) losses for the period |
(75 | ) | 46 | (166 | ) | 1 | (1 | ) | (10 | ) | (74 | ) | 45 | (176) | ||||||||||||||||||||||||||
| $ | (36 | ) | 79 | (134 | ) | 13 | 10 | — | (23 | ) | 89 | (134) | ||||||||||||||||||||||||||||
Pensions |
Other benefits |
Total |
||||||||||||||||||||||||||
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
|||||||||||||||||||||||
Change in benefits obligation: |
||||||||||||||||||||||||||||
Projected benefit obligation at beginning of the period |
$ | 1,909 | 1,811 | 101 | 92 | 2,010 | 1,903 | |||||||||||||||||||||
Service cost |
7 | 6 | 4 | 4 | 11 | 10 | ||||||||||||||||||||||
Interest cost |
97 | 100 | 8 | 8 | 105 | 108 | ||||||||||||||||||||||
Actuarial (gains) losses |
(159 | ) | 30 | 1 | (1 | ) | (158 | ) | 29 | |||||||||||||||||||
Reduction from disposal of assets |
(17 | ) | 2 | — | — | (17 | ) | 2 | ||||||||||||||||||||
Settlements and curtailments |
— | (2 | ) | — | — | — | (2) | |||||||||||||||||||||
Plan amendments |
— | (10 | ) | — | (1 | ) | — | (11) | ||||||||||||||||||||
Benefits paid |
(160 | ) | (122 | ) | (10 | ) | (8 | ) | (170 | ) | (130) | |||||||||||||||||
Foreign currency translation |
(65 | ) | 94 | (12 | ) | 7 | (77 | ) | 101 | |||||||||||||||||||
Projected benefit obligation at end of the period |
1,612 | 1,909 | 92 | 101 | 1,704 | 2,010 | ||||||||||||||||||||||
Change in plan assets: |
||||||||||||||||||||||||||||
Fair value of plan assets at beginning of the period |
1,273 | 1,207 | 2 | 1 | 1,275 | 1,208 | ||||||||||||||||||||||
Return on plan assets |
65 | 64 | — | — | 65 | 64 | ||||||||||||||||||||||
Actuarial losses |
(84 | ) | (16 | ) | — | — | (84 | ) | (16) | |||||||||||||||||||
Employer contributions |
85 | 97 | 10 | 8 | 95 | 105 | ||||||||||||||||||||||
Reduction from disposal of assets |
(13 | ) | 1 | — | — | (13 | ) | 1 | ||||||||||||||||||||
Settlements |
— | (2 | ) | — | — | — | (2) | |||||||||||||||||||||
Benefits paid |
(160 | ) | (122 | ) | (10 | ) | (8 | ) | (170 | ) | (130) | |||||||||||||||||
Foreign currency translation |
(22 | ) | 44 | (1 | ) | 1 | (23 | ) | 45 | |||||||||||||||||||
Fair value of plan assets at end of the period |
1,144 | 1,273 | 1 | 2 | 1,145 | 1,275 | ||||||||||||||||||||||
Net projected liability in the statement of financial position |
$ | 468 | 636 | 91 | 99 | 559 | 735 | |||||||||||||||||||||
2024 |
2023 |
2022 |
||||||||||||||
Actuarial (gains) losses due to experience |
$ | (26 | ) | 13 | 96 | |||||||||||
Actuarial (gains) losses due to demographic assumptions |
(28 | ) | (5 | ) | (2) | |||||||||||
Actuarial (gains) losses due to financial assumptions |
(20 | ) | 37 | (270) | ||||||||||||
| $ | (74 | ) | 45 | (176) | ||||||||||||
2024 |
2023 |
|||||||||||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||||||||||||||||||||
Cash |
$ | 25 | — | — | 25 | $ | 24 | — | — | 24 | ||||||||||||||||||||||||||||||
Investments in corporate bonds |
237 | 46 | — | 283 | 11 | 391 | — | 402 | ||||||||||||||||||||||||||||||||
Investments in government bonds |
339 | — | — | 339 | 114 | 209 | — | 323 | ||||||||||||||||||||||||||||||||
Total fixed-income securities |
601 | 46 | — | 647 | 149 | 600 | — | 749 | ||||||||||||||||||||||||||||||||
Investment in marketable securities |
127 | 73 | — | 200 | 179 | 43 | — | 222 | ||||||||||||||||||||||||||||||||
Other investments and private funds |
44 | 32 | 222 | 298 | 70 | 33 | 201 | 304 | ||||||||||||||||||||||||||||||||
Total variable-income securities |
171 | 105 | 222 | 498 | 249 | 76 | 201 | 526 | ||||||||||||||||||||||||||||||||
Total plan assets |
$ | 772 | 151 | 222 | 1,145 | $ | 398 | 676 | 201 | 1,275 | ||||||||||||||||||||||||||||||
2024 |
2023 |
|||||||||||||||||
Mexico |
United States |
United Kingdom |
Range of rates in other countries |
Mexico |
United States |
United Kingdom |
Range of rates in other countries |
|||||||||||
Discount rates |
11.8% | 5.7% | 5.6% | 3.3% – 9.5% | 10.5% | 5.2% | 4.7% | 3.1% – 11.0% | ||||||||||
Rate of return on plan assets |
11.8% | 5.7% | 5.6% | 3.3% – 9.5% | 10.5% | 5.2% | 4.7% | 3.1% – 11.0% | ||||||||||
Rate of salary increases |
4.5% | — | 3.2% | 2.5% – 7.3% | 4.5% | — | 3.1% | 2.5% – 7.3% | ||||||||||
Estimated payments |
||||||||
2025 |
$ | 156 | ||||||
2026 |
135 | |||||||
2027 |
133 | |||||||
2028 |
133 | |||||||
2029 – 2034 |
803 | |||||||
2024 |
2023 |
|||||||||||||||||||||||||||||||
PBO |
Assets |
Deficit |
PBO |
Assets |
Deficit |
|||||||||||||||||||||||||||
Mexico |
$ | 200 | 30 | 170 | $ | 253 | 44 | 209 | ||||||||||||||||||||||||
United States |
142 | 143 | (1) | 184 | 188 | (4) | ||||||||||||||||||||||||||
United Kingdom |
960 | 752 | 208 | 1,129 | 821 | 308 | ||||||||||||||||||||||||||
Germany |
121 | 5 | 116 | 141 | 6 | 135 | ||||||||||||||||||||||||||
Other countries |
281 | 215 | 66 | 303 | 216 | 87 | ||||||||||||||||||||||||||
| $ | 1,704 | 1,145 | 559 | $ | 2,010 | 1,275 | 735 | |||||||||||||||||||||||||
Pensions |
Other benefits |
Total |
||||||||||||||||||||||||||
Assumptions: |
+50 bps |
-50 bps |
+50 bps |
-50 bps |
+50 bps |
-50 bps |
||||||||||||||||||||||
Discount Rate Sensitivity |
$ | (75 | ) | 83 | (3 | ) | 3 | (78 | ) | 86 | ||||||||||||||||||
Salary Increase Rate Sensitivity |
4 | (4 | ) | 1 | (1 | ) | 5 | (5 | ) | |||||||||||||||||||
Pension Increase Rate Sensitivity |
56 | (54 | ) | — | — | 56 | (54 | ) | ||||||||||||||||||||
a) |
Assets contributed to the Multiemployer Plans by one employer may be used to provide benefits to employees of other participating employers; |
b) |
If a participating employer stops contributing to the Multiemployer Plans, the unfunded obligations of the Multiemployer Plans may be borne by the remaining participating employers; and |
c) |
If Cemex chooses to stop participating in the Multiemployer Plans, the Company may be required to pay the Multiemployer Plans an amount based on the underfunded status of the Multiemployer Plans, referred to as a withdrawal liability. |
20) |
INCOME TAXES |
20.1) |
INCOME TAXES FOR THE PERIOD |
2024 |
2023 |
2022 |
||||||||||||||
Current income tax expense 1 |
$ | 343 | 1,101 | 129 | ||||||||||||
Deferred income tax (benefit) expense |
(276 | ) | 103 | 39 | ||||||||||||
| $ | 67 | 1,204 | 168 | |||||||||||||
1 |
In 2024 includes minimum taxes which were not material (note 29.10). |
20.2) |
DEFERRED INCOME TAXES |
2024 |
2023 |
|||||||||||
Deferred tax assets: |
||||||||||||
Tax loss carryforwards and other tax credits |
$ | 446 | 445 | |||||||||
Accounts payable and accrued expenses |
1,084 | 883 | ||||||||||
Intangible assets, net and other |
130 | 203 | ||||||||||
Total deferred tax assets, gross |
1,660 | 1,531 | ||||||||||
Presentation of net position by same legal entity |
(987 | ) | (1,168 | ) | ||||||||
Total deferred tax asset, net in the statement of financial position |
673 | 363 | ||||||||||
Deferred tax liabilities: |
||||||||||||
Property, machinery and equipment and right-of-use |
(1,298 | ) | (1,470 | ) | ||||||||
Investments and other assets |
(237 | ) | (141 | ) | ||||||||
Total deferred tax liabilities, gross |
(1,535 | ) | (1,611 | ) | ||||||||
Presentation of net position by same legal entity |
987 | 1,168 | ||||||||||
Total deferred tax liabilities, net in the statement of financial position |
(548 | ) | (443 | ) | ||||||||
Net deferred tax assets (liabilities) |
$ | 125 | (80 | ) | ||||||||
Out of which: |
||||||||||||
Net deferred tax assets in Mexican entities |
$ | 393 | 67 | |||||||||
Net deferred tax liabilities in foreign entities |
(268 | ) | (147 | ) | ||||||||
Net deferred tax assets (liabilities) |
$ | 125 | (80 | ) | ||||||||
2024 |
2023 |
|||||||||||||||||||||||||||
Assets |
Liabilities |
Net |
Assets |
Liabilities |
Net |
|||||||||||||||||||||||
Mexican entities |
$ | 518 | (125) | 393 | $ | 185 | (118) | 67 | ||||||||||||||||||||
| Foreign entities | 155 | (423) | (268) | 178 | (325) | (147) | ||||||||||||||||||||||
| $ | 673 | (548) | 125 | $ | 363 | (443) | (80) | |||||||||||||||||||||
2024 |
2023 |
2022 |
||||||||||||
Deferred income tax (benefit) expense in the statement of income |
$ |
(276 | ) | 103 | 39 | |||||||||
Deferred income tax expense (benefit) in stockholders’ equity |
57 | (6 | ) | 14 | ||||||||||
Reclassifications 1 |
14 | — | 7 | |||||||||||
Change in deferred income tax during the period |
$ |
(205 | ) | 97 | 60 | |||||||||
1 |
In 2024 and 2022, refers to the effects of the reclassification of balances to assets held for sale and related liabilities (note 4.2). |
2024 |
2023 |
2022 |
||||||||||||||
| Expense related to foreign exchange fluctuations from intercompany balances (note 21.2) |
$ | — | 5 | — | ||||||||||||
| Expense (benefit) associated to actuarial results (note 21.2) |
11 | (5 | ) | 32 | ||||||||||||
| Expense (benefit) related to derivative financial instruments (note 17.4) |
4 | (41 | ) | (30 | ) | |||||||||||
| Expense from foreign currency translation and other effects |
33 | 35 | 12 | |||||||||||||
| |
|
|||||||||||||||
| $ | 48 | (6 | ) | 14 | ||||||||||||
| |
|
|||||||||||||||
Amount of carryforwards |
Amount of unrecognized carryforwards |
Amount of recognized carryforwards |
||||||||||||
| |
|
|||||||||||||
| 2025 |
$ | 26 | 18 | 8 | ||||||||||
| 2026 |
44 | 24 | 20 | |||||||||||
| 2027 |
50 | 18 | 32 | |||||||||||
| 2028 |
45 | 20 | 25 | |||||||||||
| 2029 and thereafter |
6,348 | 4,668 | 1,680 | |||||||||||
| |
|
|||||||||||||
| $ | 6,513 | 4,748 | 1,765 | |||||||||||
| |
|
|||||||||||||
20.3) |
RECONCILIATION OF EFFECTIVE INCOME TAX RATE |
2024 |
2023 |
2022 |
||||||||||||||
| |
|
|||||||||||||||
| Earnings before income tax |
$ | 980 | 1,323 | 570 | ||||||||||||
| Income tax expense |
(67 | ) | (1,204 | ) | (168 | ) | ||||||||||
| |
|
|||||||||||||||
| Effective consolidated income tax expense rate 1, 2 |
6.8 | % | 91.0 | % | 29.5% | |||||||||||
| |
|
|||||||||||||||
1 |
The average effective tax rate equals the net amount of income tax benefit or expense divided by income or loss before income taxes, as these line items are reported in the statements of income. |
2 |
Note 29.10 includes the statutory income tax rates of the main countries in which Cemex operates. |
2024 |
2023 |
2022 |
||||||||||||||||||||||
| |
|
|||||||||||||||||||||||
% |
$ |
% |
$ |
% |
$ |
|||||||||||||||||||
| |
|
|||||||||||||||||||||||
| Mexican statutory tax rate |
30.0 | % | 294 | 30.0 | % | 397 | 30.0 | % | 171 | |||||||||||||||
| Income tax penalties in Spain (note 20.4) |
— | — | 46.9 | % | 620 | — | — | |||||||||||||||||
| Difference between accounting and tax expenses, net 1 |
(9.2 | )% | (90 | ) | 0.4 | % | 6 | 48.4 | % | 276 | ||||||||||||||
| Non-taxable sale of equity securities and fixed assets 2 |
(10.6 | )% | (104 | ) | (1.3 | )% | (17 | ) | 4.6 | % | 26 | |||||||||||||
| Difference between book and tax inflation |
6.1 | % | 60 | 9.1 | % | 120 | 38.1 | % | 217 | |||||||||||||||
| Differences in the income tax rates in the countries where Cemex operates 3 |
2.5 | % | 24 | 7.7 | % | 103 | (8.4 | )% | (48 | ) | ||||||||||||||
| Changes in deferred tax assets 4 |
(10.1 | )% | (99 | ) | (4.3 | )% | (57 | ) | (80.7 | )% | (460 | ) | ||||||||||||
| Changes in provisions for uncertain tax positions |
1.1 | % | 11 | 0.1 | % | 1 | (6.8 | )% | (39 | ) | ||||||||||||||
| Others |
(3.0 | )% | (29 | ) | 2.4 | % | 31 | 4.3 | % | 25 | ||||||||||||||
| |
|
|||||||||||||||||||||||
| Effective consolidated income tax expense rate |
6.8 | % | 67 | 91.0 | % | 1,204 | 29.5 | % | 168 | |||||||||||||||
| |
|
|||||||||||||||||||||||
1 |
In 2022, includes $365 related to the effects of impairment charges during the period which are basically non-deductible for tax purposes (note 7). |
2 |
In 2024, includes $72 related to non-taxable income from the sale of shares of subsidiaries and associates during the period. |
3 |
Refers to the effects of the differences between the statutory income tax rate in Mexico of 30% and the applicable income tax rates of each country where Cemex operates. |
4 |
Refers to the effects in the effective income tax rate associated with changes during the period in the amount of deferred income tax assets related to Cemex’s tax loss carryforwards. |
2024 |
2023 |
|||||||||||||||||||
| |
|
|||||||||||||||||||
Changes in the statement of financial position |
Amounts in reconciliation |
Changes in the statement of financial position |
Amounts in reconciliation |
|||||||||||||||||
| |
|
|||||||||||||||||||
| Tax loss carryforwards generated and not recognized during the year |
$ | — | 89 | — | 45 | |||||||||||||||
| Derecognition related to tax loss carryforwards recognized in prior years |
(100 | ) | — | (125 | ) | — | ||||||||||||||
| Recognition related to unrecognized tax loss carryforwards |
105 | (186 | ) | 12 | (105 | ) | ||||||||||||||
| Foreign currency translation and other effects |
(4 | ) | (2 | ) | (3 | ) | 3 | |||||||||||||
| |
|
|||||||||||||||||||
| Changes in deferred tax assets |
$ | 1 | (99 | ) | (116) | (57) | ||||||||||||||
| |
|
|||||||||||||||||||
20.4) |
UNCERTAIN TAX POSITIONS AND SIGNIFICANT TAX PROCEEDINGS |
2024 |
2023 |
2022 |
||||||||||||||
| |
|
|||||||||||||||
| Balance of tax positions at beginning of the period |
$ | 78 | 41 | 48 | ||||||||||||
| Additions for tax positions of prior periods |
5 | 34 | 5 | |||||||||||||
| Additions for tax positions of current period |
14 | 3 | 5 | |||||||||||||
| Reductions for tax positions related to prior periods and other items |
(2 | ) | (1 | ) | (11) | |||||||||||
| Settlements and reclassifications |
(31 | ) | — | (4) | ||||||||||||
| Expiration of the statute of limitations |
(8 | ) | (2 | ) | (2) | |||||||||||
| Foreign currency translation effects |
(5 | ) | 3 | — | ||||||||||||
| |
|
|||||||||||||||
| Balance of tax positions at end of the period |
$ | 51 | 78 | 41 | ||||||||||||
| |
|
|||||||||||||||
| • | On August 9, 2024, in connection with the fines imposed by the tax authorities in Spain (the “Tax Authorities”) related to the years 2006 to 2009, the Tax Authorities notified Cemex España, S.A. (“Cemex España”) of the final amount for a total of $473, initially payable no later than September 20, 2024. On September 6, 2024, Cemex España paid an amount equivalent to $284 (60% of the fines). In connection with the remaining 40% of the fines for an amount equivalent to $189, Cemex España filed before the National Court ( Audiencia Nacional Tribunal Económico Administrativo Central |
| • | On March 26, 2021, the Tax Authorities notified Cemex España of an assessment for income taxes in an amount equivalent to $50 as of December 31, 2024, plus late interest, derived from a tax audit process covering the tax years 2010 to 2014. This assessment was appealed before the TEAC. For the suspension of the payment of the tax assessment to be granted, Cemex España provided a payment guarantee which was approved by such tax authorities. Moreover, on November 30, 2021, the Tax Authorities notified Cemex España of a penalty for an amount equivalent to $70, derived from the tax audit process covering the same period from 2010 to 2014. This assessment was appealed before the TEAC. In December 2023, Cemex España received a partial resolution from the TEAC. On February 26, 2024, Cemex España received the provisional assessment to pay a $60 including the income tax due and the penalty. Cemex España paid the mentioned amount. As of December 31, 2024, this matter is finalized. |
| • | In connection with the tax return for the year 2012, the Colombian Tax Authority (the “Colombian Tax Authority”) assessed an increase in the income tax payable by Cemex Colombia S.A. (“Cemex Colombia”) and imposed an inaccuracy penalty for amounts in Colombian Pesos equivalent to $28 of income tax and $28 of penalty. After several procedures and appeals, in 2021, Cemex Colombia filed an appeal in the Administrative Court of Cundinamarca. If the proceeding is adversely resolved in the final stage, Cemex Colombia must pay the amounts determined in the official settlement plus interest accrued on the amount of the income tax adjustment until the payment date. As of December 31, 2024, Cemex considers that an adverse resolution in this proceeding after the conclusion of all available defense procedures is not probable, however, it is difficult to assess with certainty the likelihood of an adverse result in the proceeding. If adversely resolved, Cemex believes this proceeding could have a material adverse impact on the operating results, liquidity or financial position of Cemex. |
| • | In connection with the tax return for the year 2011, the Colombian Tax Authority notified Cemex Colombia of a proceeding in which it rejected certain deductions and determined an increase in the income tax payable and imposed a penalty for amounts in Colombian Pesos equivalent to $19 of income tax and $19 of penalty. After several procedures and appeals, in 2020, the Colombian Tax Authority confirmed the claims of the official liquidation, and this was then appealed in the Administrative Court of Cundinamarca. If the proceeding is adversely resolved in its final stage, Cemex Colombia would have to pay the amounts determined in the official settlement plus interest accrued on the amount of the income tax adjustment until the date of payment. As of December 31, 2024, Cemex considers that an adverse resolution in this proceeding after the conclusion of all available defense procedures is not probable, however, it is difficult to assess with certainty the likelihood of an adverse result in the proceeding. If adversely resolved, Cemex believes this proceeding could have a material adverse impact on the operating results, liquidity or financial position of Cemex. |
21) |
STOCKHOLDERS’ EQUITY |
As of December 31, 2024 |
||||||||||||
| |
|
|||||||||||
Consolidated |
Parent Company |
|||||||||||
| |
|
|||||||||||
| Common stock and additional paid-in capital 1 |
$ | 7,699 | 4,958 | |||||||||
| Other equity reserves 1, 2 |
(770 | ) | 3,149 | |||||||||
| Retained earnings 2 |
5,247 | 4,069 | ||||||||||
| |
|
|||||||||||
| Total controlling interest |
$ | 12,176 | 12,176 | |||||||||
| |
|
|||||||||||
1 |
The difference relates to the method of accruing Dollars using the historical exchange rates to translate each common stock and additional paid-in capital transaction denominated in Pesos to Dollars. The cumulative effect of these changes in exchange rates is recognized against other equity reserves. |
2 |
The difference relates to the method of accruing Dollars using the exchange rates of each month during the period for statement of income purposes. The cumulative effect of these changes in exchange rates is recognized against other equity reserves. |
21.1) |
COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL |
2024 |
2023 |
|||||||||||
| |
|
|||||||||||
| Common stock |
$ |
318 |
318 |
|||||||||
| Additional paid-in capital |
7,381 |
7,381 |
||||||||||
| |
|
|||||||||||
$ |
7,699 |
7,699 |
||||||||||
| |
|
|||||||||||
2024 |
2023 |
|||||||||||||||
| |
|
|||||||||||||||
Shares 1
|
Series A 2
|
Series B 2
|
Series A 2
|
Series B 2
|
||||||||||||
| |
|
|||||||||||||||
| Subscribed and paid shares |
29,016,656,496 | 14,508,328,248 | 29,016,656,496 | 14,508,328,248 | ||||||||||||
| Unissued shares authorized for executives’ stock compensation programs |
881,442,830 | 440,721,415 | 881,442,830 | 440,721,415 | ||||||||||||
| |
|
|||||||||||||||
| 29,898,099,326 | 14,949,049,663 | 29,898,099,326 | 14,949,049,663 | |||||||||||||
| |
|
|||||||||||||||
1 |
As of December 31, 2024 and 2023, 13,068,000,000 shares correspond to the fixed portion, and 31,779,148,989 shares correspond to the variable portion, respectively. |
2 |
Series “A” or Mexican shares must represent at least 64% of Cemex, S.A.B. de C.V.’s capital stock; Series “B” or free subscription shares must represent at most 36% of Cemex, S.A.B. de C.V.’s capital stock. |
21.2) |
OTHER EQUITY RESERVES AND SUBORDINATED NOTES |
2024 |
2023 |
|||||||||||
| |
|
|||||||||||
| Other equity reserves |
$ | (2,756 | ) | (2,349) | ||||||||
| Subordinated notes |
1,986 | 1,986 | ||||||||||
| |
|
|||||||||||
| $ | (770 | ) | (363) | |||||||||
| |
|
|||||||||||
2024 |
2023 |
|||||||||||
| |
|
|||||||||||
| Cumulative translation effect, tax effects from deferred income taxes recognized directly in equity (note 20.2) and derivative financial instruments designated as cash flow hedges |
$ | (1,066 | ) | (672) | ||||||||
| Cumulative actuarial losses |
(324 | ) | (398) | |||||||||
| Cumulative coupon accrued under perpetual debentures |
(1,070 | ) | (1,070) | |||||||||
| Cumulative coupon accrued under subordinated notes |
(347 | ) | (204) | |||||||||
| Other effects |
51 | (5) | ||||||||||
| |
|
|||||||||||
| $ | (2,756 | ) | (2,349) | |||||||||
| |
|
|||||||||||
2024 |
2023 |
2022 |
||||||||||||||
| |
|
|||||||||||||||
| Foreign currency translation results 1 |
$ | (275 | ) | 356 | (235) | |||||||||||
| Foreign exchange fluctuations from debt 2 |
68 | (28 | ) | (23) | ||||||||||||
| Foreign exchange fluctuations from intercompany balances 3 |
1 | (73 | ) | (68) | ||||||||||||
| |
|
|||||||||||||||
| $ | (206 | ) | 255 | (326) | ||||||||||||
| |
|
|||||||||||||||
1 |
These effects refer to the translation result of the financial statements of foreign subsidiaries and include the changes in the fair value of foreign exchange forward contracts designated as a hedge of a net investment (note 17.4). |
2 |
Generated by foreign exchange fluctuations over a notional amount of debt in Cemex, S.A.B. de C.V., identified and designated as a hedge of the net investment in foreign subsidiaries (note 29.3). |
3 |
Refers to foreign exchange fluctuations arising from balances with related parties in foreign currencies that are of a long-term investment nature considering that their liquidation is not anticipated in the foreseeable future and foreign exchange fluctuations over a notional amount of debt of a subsidiary of Cemex España identified and designated as a hedge of the net investment in foreign subsidiaries. |
| • | As mentioned above, the Subordinated Notes do not meet the definition of financial liability considering that they include no contractual obligation: (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer. This is because: |
| • | The Noteholders have agreed to the deferral of interest and principal, given that the Parent Company has the unilateral and unconditional right to perpetually defer the payment of principal and interest; |
| • | The Parent Company controls any payments to be made to the Noteholders, including in the event of bankruptcy under either the laws of Mexico ( Ley de Concursos Mercantiles |
| • | The Subordinated Notes contractually evidence a residual interest in the assets of the Parent Company after deducting all of its liabilities. The only requirement to settle the Notes would be in liquidation, which is akin to an equity instrument under IAS 32. |
21.3) |
RETAINED EARNINGS |
21.4) |
NON-CONTROLLING INTEREST |
| • | TCL shares trade in the Trinidad and Tobago Stock Exchange. As of December 31, 2024 and 2023, there is a non-controlling interest in TCL of 30.17% of its common shares (see note 4.3 for certain relevant condensed financial information). |
| • | As of December 31, 2023, there was a non-controlling interest in CHP of 10.14% of its ordinary shares. CHP’s assets consisted primarily of Cemex’s cement manufacturing assets in the Philippines. As mentioned in note 4.2, on December 2, 2024, Cemex sold all its operations and assets in the Philippines. |
| |
• | Until June 2023, after the conclusion of a tender offer and delisting process, CLH, traded its ordinary shares on the Colombian Stock Exchange. CLH is the indirect holding company of Cemex’s operations in Colombia, Panama and Nicaragua, until September 10, 2024 of the operations in Guatemala and, until August 31, 2022 of the operations in Costa Rica and El Salvador. As of December 31, 2024 and 2023, there was a non-controlling interest in CLH of 0.16% and 0.50% of its ordinary shares, respectively. |
22) |
EXECUTIVE SHARE-BASED COMPENSATION |
ADSs equivalents delivered (thousands) |
||||||||||||||||||||||||||||||||||||||||
Plan |
Target number of ADSs (thousands) 1
|
ADS price at award’s date 2
|
Fair value (%) |
Fair value (millions) |
2024 |
2023 |
2022 |
ADSs Forfeited (thousands) |
ADSs Outstanding (thousands) 3
|
|||||||||||||||||||||||||||||||
| Performance Plans |
||||||||||||||||||||||||||||||||||||||||
| 2019 |
2,303.0 | $ | 4.4 | 130% | 13.2 | — | — | 3,062.8 | — | — | ||||||||||||||||||||||||||||||
| 2020 |
4,146.0 | $ | 2.3 | 155% | 14.8 | — | 8,448.2 | — | — | — | ||||||||||||||||||||||||||||||
| 2021 |
1,227.2 | $ | 8.0 | 150% | 14.7 | 446.3 | — | — | 780.9 | — | ||||||||||||||||||||||||||||||
| 2022 |
2,403.6 | $ | 4.3 | 149% | 15.4 | — | — | — | — | 3,571.7 | ||||||||||||||||||||||||||||||
| 2023 |
2,825.4 | $ | 6.4 | 145% | 26.1 | — | — | — | — | 4,094.1 | ||||||||||||||||||||||||||||||
| 2024 |
1,976.7 | $ | 6.3 | 133% | 16.6 | — | — | — | — | 2,621.5 | ||||||||||||||||||||||||||||||
| Ordinary Plans |
||||||||||||||||||||||||||||||||||||||||
| 2019 |
8,048.2 | $ | 4.7 | 100% | 37.5 | — | 42.4 | 1,521.4 | 118.3 | — | ||||||||||||||||||||||||||||||
| 2020 |
11,162.2 | $ | 2.5 | 100% | 28.1 | — | 2,293.0 | 2,370.9 | 253.7 | — | ||||||||||||||||||||||||||||||
| 2021 |
5,716.6 | $ | 7.2 | 100% | 41.3 | 1,210.7 | 1,442.7 | 1,465.6 | 56.6 | 4.2 | ||||||||||||||||||||||||||||||
| 2022 |
9,483.0 | $ | 4.9 | 100% | 46.0 | 2,166.0 | 2,450.5 | 2,499.8 | 26.4 | 2,298.8 | ||||||||||||||||||||||||||||||
| 2023 |
6,531.9 | $ | 5.9 | 100% | 38.4 | 1,582.9 | 1,765.0 | — | 48.0 | 3,136.0 | ||||||||||||||||||||||||||||||
| 2024 |
8,531.7 | $ | 7.2 | 100% | 61.5 | 2,248.0 | — | — | — | 6,283.7 | ||||||||||||||||||||||||||||||
| 7,653.9 | 16,441.8 | 10,920.5 | 1,283.9 | 22,010.0 | ||||||||||||||||||||||||||||||||||||
1 |
The target number of ADSs for the performance plans assume a 100% payout. |
2 |
Average ADS price of the awards at the date of grant. |
3 |
Until the final payout of the Performance Plans is known after the conclusion of the three-year period for each award, the number of ADSs outstanding assumes a payout considering the same percentage of fair value determined by the option pricing model. |
23) |
EARNINGS PER SHARE |
2024 |
2023 |
2022 |
||||||||||||||
| Denominator (thousands of shares) |
||||||||||||||||
| Weighted-average number of shares outstanding – basic |
43,405,354 | 43,510,758 | 43,554,921 | |||||||||||||
| Effect of dilutive instruments – share-based compensation (note 22) 1 |
660,298 | 599,229 | 793,322 | |||||||||||||
| Weighted-average number of shares – diluted |
44,065,652 | 44,109,987 | 44,348,243 | |||||||||||||
| Numerator |
||||||||||||||||
| Net income from continuing operations |
$ | 913 | 119 | 402 | ||||||||||||
| Less: non-controlling interest net income |
21 | 17 | 27 | |||||||||||||
| Controlling interest net income from continuing operations |
$ | 892 | 102 | 375 | ||||||||||||
| Net income from discontinued operations |
$ | 47 | 80 | 483 | ||||||||||||
| Basic earnings per share |
||||||||||||||||
| Controlling interest basic earnings per share |
$ | 0.0217 | 0.0042 | 0.0197 | ||||||||||||
| Controlling interest basic earnings per share from continuing operations |
0.0206 | 0.0023 | 0.0086 | |||||||||||||
| Controlling interest basic earnings per share from discontinued operations |
0.0011 | 0.0018 | 0.0111 | |||||||||||||
| Controlling interest diluted earnings per share |
||||||||||||||||
| Controlling interest diluted earnings per share |
$ | 0.0213 | 0.0041 | 0.0193 | ||||||||||||
| Controlling interest diluted earnings per share from continuing operations |
0.0202 | 0.0023 | 0.0085 | |||||||||||||
| Controlling interest diluted earnings per share from discontinued operations |
0.0011 | 0.0018 | 0.0109 | |||||||||||||
1 |
Number of the Parent Company’s shares to be potentially issued under the Share-Based Compensation Programs, equivalent to 220.1 million CPOs or 22.01 million ADSs. |
24) |
COMMITMENTS |
24.1) |
CONTRACTUAL OBLIGATIONS |
2024 |
||||||||||||||||||||||||
Obligations |
Less than 1 year |
1-3
years |
3-5
years |
More than 5 years |
Total |
|||||||||||||||||||
| Long-term debt |
$ | 189 | 1,551 | 1,552 | 2,267 | 5,559 | ||||||||||||||||||
| Leases 1 |
320 | 398 | 255 | 542 | 1,515 | |||||||||||||||||||
| Total debt and other financial obligations 2 |
509 | 1,949 | 1,807 | 2,809 | 7,074 | |||||||||||||||||||
| Interest payments on debt 3 |
262 | 510 | 359 | 387 | 1,518 | |||||||||||||||||||
| Pension plans and other benefits 4 |
156 | 268 | 266 | 670 | 1,360 | |||||||||||||||||||
| Acquisition of property, plant and equipment |
293 | 174 | 2 | — | 469 | |||||||||||||||||||
| Purchases of services, raw materials, fuel and energy 5 |
506 | 793 | 406 | 513 | 2,218 | |||||||||||||||||||
| Total contractual obligations |
$ | 1,726 | 3,694 | 2,840 | 4,379 | 12,639 | ||||||||||||||||||
1 |
Represent nominal cash flows. As of December 31, 2024, the NPV of future payments under the Company’s lease contracts was $1,171, of which, $352 refers to payments from 1 to 3 years and $209 refers to payments from 3 to 5 years. |
2 |
The schedule of debt payments, which includes current maturities, does not consider the effect of any refinancing of debt that may occur during the following years. In the past, Cemex has replaced its long-term obligations for others of a similar nature. |
3 |
Estimated cash flows on floating rate denominated debt were determined using the floating interest rates in effect as of December 31, 2024. |
4 |
Represents estimated annual payments under these benefits for the next ten years (note 19), including the estimate of new retirees during such future years. |
5 |
Future payments for the purchase of raw materials are presented based on contractual nominal cash flows. Future nominal payments for energy were estimated for all contractual commitments based on an aggregate average expected consumption per year using the future prices of energy established in the contracts for each period. Future payments also include Cemex’s commitments for the purchase of fuel, carbon allowances and other services. |
| • | In March 2024, with the intention of hedging a significant portion of Cemex’s expected deficit of emission carbon allowances (“EUAs”) under the European Union’s emissions trading system (“EU ETS”) (note 29.13), Cemex entered into physically-settled forward purchase commitments for own use in 2029 and 2030 for the acquisition of 1.8 million EUAs for an aggregate price of $157. |
| • | In October 2022, Cemex entered into a five-year agreement with Neoris beginning in 2023 for the acquisition of Information Technology (“IT”) solutions and services for an annual amount of at least $55. |
| • | In February 2022, Cemex renewed or entered into new agreements with six service providers in the fields of data processing services (back office) in finance, accounting and human resources; as well as IT infrastructure services, support and maintenance of IT applications in the countries in which Cemex operates, for a tenure of five to seven years at an average annual cost of $60. These contracts replaced the agreements Cemex maintained with IBM, which expired on August 31, 2022. |
| • | Beginning in 2016, in connection with the Ventika S.A.P.I. de C.V. and the Ventika II S.A.P.I. de C.V. wind farms (jointly “Ventikas”) located in the Mexican state of Nuevo Leon with a combined generation capacity of 252 Megawatts (“MW”), Cemex agreed to acquire a portion of the energy generated by Ventikas for its overall electricity needs in Mexico for a period of 20 years. The estimated annual cost of this agreement is $24 if Cemex receives all its energy allocation. Nonetheless, energy supply from wind is variable in nature and final amounts are determined considering the final MW per hour (“MWh”) effectively received at the agreed prices per unit. |
| • | Beginning in 2010, for its overall electricity needs in Mexico, Cemex agreed with EURUS to purchase a portion of the electric energy generated for no less than 20 years. EURUS is a wind farm with an installed capacity of 250 MW operated by ACCIONA in the Mexican state of Oaxaca. The estimated annual cost of this agreement is $77 if Cemex receives all its energy allocation. Nonetheless, energy supply from wind sources is variable in nature and final amounts will be determined considering the final MWh effectively received at the agreed prices per unit. |
| • | Cemex maintains a commitment initiated in April 2004 to purchase the energy generated by Termoeléctrica del Golfo (“TEG”) until 2027 for its overall electricity needs in Mexico. The estimated annual cost of this agreement is $87 if Cemex receives all its energy allocation. Nonetheless, final amounts will be determined considering the final MWh effectively received at the agreed prices per unit. |
| • | In regard to the above, Cemex also committed to supply TEG and another third-party electrical energy generating plant adjacent to TEG with all fuel necessary for their operations until the year 2027, equivalent to 1.2 million tons of petroleum coke per year. Cemex covers its commitments under this agreement acquiring the volume of fuel from sources in the international markets and Mexico. |
| • | On October 24, 2018, Cemex, S.A.B. de C.V. entered into an energy financial hedge agreement in Mexico, commencing October 1, 2019 and for a period of 20 years. Through the contract, the Company fixed the MWh cost over an electric energy volume of 400 thousand MWh per year, through the payment of 25.375 Dollars per MWh of electric power in exchange for a market price. The committed price to pay will increase by 1.5% annually. The differential between the agreed price and the market price is settled monthly. Cemex considers this agreement as a hedge for a portion of its aggregate consumption of electric energy in Mexico and recognizes the result of the exchange of price differentials described previously in the statements of income as a part of the costs of energy. As a result of this contract, during 2024, 2023 and 2022, the Company received net proceeds of $5, $3 and $3, respectively. Cemex does not recognize this agreement at fair value since there is no deep market for electric power in Mexico that would effectively allow for its valuation. |
24.2) |
COMMITMENTS FROM EMPLOYEE BENEFITS |
24.3) |
CLIMATE CHANGE AND COMMITMENTS FOR THE REDUCTION OF CARBON DIOXIDE (“CO 2 ”) EMISSIONS (unaudited) |
25) |
LEGAL PROCEEDINGS |
25.1) |
PROVISIONS RESULTING FROM LEGAL PROCEEDINGS |
| • | As of December 31, 2024, Cemex has environmental remediation liabilities in the United Kingdom pertaining to closed and current landfill sites for the confinement of waste, representing the NPV of the obligations for an amount in Pounds sterling equivalent to $178. Expenditure, including monitoring, installation, repair and renewal of environmental infrastructure, was assessed and quantified over a period up to 60 years from the date of closure, in which the sites have the potential to cause environmental harm. |
| • | As of December 31, 2024, Cemex has environmental remediation liabilities in the United States for $37, related to: a) the disposal of various materials in accordance with past industry practice, which might currently be categorized as hazardous substances or wastes; and b) the cleanup of sites used or operated by Cemex, including discontinued operations, regarding the disposal of hazardous substances or waste, either individually or jointly with other parties. Cemex does not believe that expenditure on these matters would exceed the amounts recorded. The ultimate cost that may be incurred to resolve these environmental issues cannot be assured until all environmental studies, investigations, remediation work and negotiations with, or litigation against, potential sources of recovery have been completed. |
25.2) |
CONTINGENCIES FROM LEGAL PROCEEDINGS |
| • | The European Commission has inspected Cemex’s offices in France and requested certain information relating to the business in France in the construction chemicals sector, which includes chemical admixtures and additives for use in concrete, cement and related construction products. Cemex is fully cooperating with the authorities conducting this investigation. The fact that this investigation is being conducted does not mean that the European Commission has concluded that Cemex has violated the law. As of December 31, 2024, due to the current stages of this investigation, Cemex is not able to assess the likely outcome of the investigation as it relates to us or whether it would have a material adverse impact on our results of operations, liquidity and financial condition. |
| • | Cemex’s operations in the United States received a grand jury subpoena issued by the Department of Justice (the “DOJ”) in connection with an investigation of possible antitrust law violations in the cement additives and concrete admixtures sector. Cemex is fully cooperating with the authorities conducting this investigation. The fact that this investigation is being conducted does not mean that the DOJ has concluded that Cemex has violated the law. As of December 31, 2024, due to the current stage of this investigation, we are not able to assess the likely outcome of the investigation as it relates to us or whether it would have a material adverse impact on our results of operations, liquidity and financial condition. |
| • | In December 2016, the Parent Company received subpoenas from the SEC seeking information to determine whether there have been any violations of the U.S. Foreign Corrupt Practices Act stemming from the Maceo Project. These subpoenas do not mean that the SEC has concluded that the Parent Company or any of its affiliates violated the law. On March 12, 2018, the DOJ issued a grand jury subpoena to the Parent Company relating to its operations in Colombia and other jurisdictions. In 2020, the Company delivered all of the information and documentation that had been requested and has not received any more requests since then. The Parent Company intends to continue to cooperate fully with the SEC, the DOJ and any other investigative entity. As of December 31, 2024, the Parent Company is unable to predict the duration, scope, or outcome of either the SEC investigation or the DOJ investigation, or any other investigation that may arise, or the potential sanctions which could be borne by the Parent Company, or if such sanctions, if any, would have a material adverse impact on Cemex results of operations, liquidity or financial position. |
25.3) |
OTHER SIGNIFICANT PROCESSES |
| • | As of December 31, 2024, part of Cemex’s investments in the Maceo Plant, including the land, the mining concession, the environmental license and the shares of Zona Franca Especial Cementera del Magdalena Medio S.A.S. (“Zomam”) (holder of the free trade zone concession), acquired in 2012 from CI Calizas y Minerales S.A. (“CI Calizas”) and part of the plant’s own assets (28%), are under a process of forfeiture of ownership that was linked to a former shareholder of CI Calizas by the Attorney General’s Office of the Colombian Nation (the “Attorney General”). The rest of the plant’s assets (72%) belongs to Cemex Colombia. As a consequence of the process of forfeiture of ownership, Cemex Colombia (i) does not have the Zomam’s legal representation, (ii) is not the legitimate owner of the land on which the Maceo Plant was built, and (iii) is not the assigned beneficiary of the mining concession or the permits associated with the project. Additionally, Cemex Colombia’s ownership of the Zomam shares and of Zomam’s assets are subject to several legal proceedings. |
| • | In relation with the property of Zomam’s assets and its shares, on December 2020, Cemex Colombia filed a lawsuit before the Business Superintendency of Colombia, seeking the invalidity and, alternatively, the annulment of the equity contribution in-kind carried out by Cemex Colombia to Zomam in December 2015, by means of which a portion of the Maceo Plant’s assets were contributed to such entity. As of December 31, 2024, the first and the second instance rulings, clearly stated that the capitalization made by Cemex Colombia was legal and complied with applicable laws. Against the decision, Cemex filed an extraordinary appeal, which is yet to be resolved by the Colombian Supreme Court of Justice. Additionally, on March 12, 2024, Corporación Cementera Latinoamericana S.L.U. (“CCL”), a Cemex indirect subsidiary, filed a lawsuit against Zomam, to recover $32.6 plus interest, owed by Zomam to CCL. Currently, the proceeding it’s on the initial stage and a first instance decision is yet to be obtained. |
| • | As to the forfeiture of ownership proceeding mentioned above, in April 2019, Cemex Colombia and one of its subsidiaries reached a conciliatory agreement with the Sociedad de Activos Especiales, S.A.S. (the “SAE”) and CI Calizas before the Attorney General’s Office and as a consequence, signed a contract of Mining Operation, Manufacturing and Delivery Services and Leasing of Properties for Cement Production (the “Operation Contract”), which allows Cemex Colombia to continue using the assets for an initial term of 21 years that can be extended for ten additional years under certain conditions. Under the Operation Contract, once the Maceo Plant begins commercial operations, Cemex Colombia and/or a subsidiary will pay on a quarterly basis: a) 0.9% of the net sales resulting from the cement produced in the plant as compensation to CI Calizas for the right of Cemex Colombia to extract and use the mineral reserves; and b) 0.8% of the net sales resulting from the cement produced in the plant as payment to Zomam for cement manufacturing and delivery services, as long as Zomam maintains the free trade zone benefit, or, 0.3% in case that Zomam losses such benefit. The Operation Contract will continue in force regardless of the result of the forfeiture of ownership process. |
| • | As of December 31, 2024, Cemex believes that it would be able to keep ownership of the Maceo Plant. Nevertheless, if the forfeiture of ownership proceeding over the assets is ordered in favor of the Colombian State, and if the assets were adjudicated to a third party in a public tender offer, by virtue of and early disposal proceeding, such third party would have to subrogate to the Operation Contract. As of December 31, 2024, Cemex is not able to estimate the results of such proceedings. |
| • | In October 2021, CI Calizas, as holder of the environmental license, began the procedures before the National Environmental License Authority (“ANLA”) to expand the environmental extraction license to 1.3 million metric tons of minerals (clay and limestone) annually from the Maceo Plant quarry without the need to bring minerals from other locations. On November 15, 2024, the ANLA archived CI Calizas’ application, this decision was appealed by CI Calizas. The ruling temporarily limits the mine’s material extraction capacity to 990 thousand tons of minerals (clay and limestone) and the plant’s production to 1.5 million metric tons of cement per year. This decision does not have a material adverse impact on the operations of the Maceo Plant. CI Calizas still has the right to file again the application to expand the environmental extraction license. |
| • | With this decision, most of the relevant permits of the Maceo Plant have been obtained, and thus, as of December 31, 2024, it is expected that the access road will be substantially completed in 2025 as well as the commissioning of the Maceo Plant. The Maceo Plant can begin operations adjusting its productions to the limits established by the corresponding permits and licenses without the conclusion of the access road. |
26) |
RELATED PARTIES |
| • | For the year 2024, Cemex incurred services from CEB, a provider of ready-mix pumping services to Cemex’s customers in Mexico for $70. |
27) |
PRINCIPAL SUBSIDIARIES |
% Interest |
||||||||||
Subsidiary |
Country |
2024 |
2023 |
|||||||
Cemex España, S.A. 1 |
Spain |
99.9 | 99.9 | |||||||
Cemex, Inc. |
United States of America |
100.0 | 100.0 | |||||||
Cemex Nicaragua, S.A. 2 |
Nicaragua |
100.0 | 100.0 | |||||||
Assiut Cement Company |
Egypt |
95.8 | 95.8 | |||||||
Cemex Colombia, S.A. 3 |
Colombia |
99.7 | 99.7 | |||||||
Cemento Bayano, S.A. 4 |
Panama |
99.5 | 99.5 | |||||||
Cemex Dominicana, S.A. 5 |
Dominican Republic |
100.0 | 100.0 | |||||||
Trinidad Cement Limited |
Trinidad and Tobago |
69.8 | 69.8 | |||||||
Caribbean Cement Company Limited 6 |
Jamaica |
79.0 | 79.0 | |||||||
Cemex de Puerto Rico Inc. |
Puerto Rico |
100.0 | 100.0 | |||||||
Cemex France (formerly Cemex France Gestion (S.A.S.)) |
France |
100.0 | 100.0 | |||||||
Cemex Holdings Philippines, Inc. |
Philippines |
— | 89.9 | |||||||
Solid Cement Corporation |
Philippines |
— | 100.0 | |||||||
APO Cement Corporation |
Philippines |
— | 100.0 | |||||||
Cemex UK |
United Kingdom |
100.0 | 100.0 | |||||||
Cemex Deutschland, AG. |
Germany |
100.0 | 100.0 | |||||||
Cemex Czech Republic, s.r.o. |
Czech Republic |
100.0 | 100.0 | |||||||
Cemex Polska sp. Z.o.o. |
Poland |
100.0 | 100.0 | |||||||
Cemex Holdings (Israel) Ltd. |
Israel |
100.0 | 100.0 | |||||||
Cemex Topmix LLC, Cemex Supermix LLC and Cemex Falcon LLC 7 |
United Arab Emirates |
100.0 | 100.0 | |||||||
Cemex International Trading LLC 8 |
United States of America |
100.0 | 100.0 | |||||||
Sunbulk Shipping, S.L.U. 9 |
Spain |
100.0 | 100.0 | |||||||
1 |
Cemex España is the direct or indirect holding company of most of Cemex’s international operations. |
2 |
Represents Cemex Colombia’s 99% interest and CLH’s 1% interest held indirectly through another subsidiary of CLH. |
3 |
Represents CLH’s direct and indirect interest in ordinary and preferred shares, including own shares held in Cemex Colombia’s treasury. |
4 |
Represents CLH’s 99.483% indirect interest in ordinary shares, which excludes a 0.516% interest held in Cemento Bayano, S.A.’s treasury. |
5 |
See subsequent event related to this subsidiary in note 28. |
6 |
Represents the aggregate ownership interest of Cemex in this entity of 79.04%, which includes TCL’s 74.08% direct and indirect interest and Cemex’s 4.96% indirect interest held through other subsidiaries. |
7 |
Cemex España indirectly owns a 49% equity interest in each of these entities and indirectly holds the remaining 51% of the economic benefits, through agreements with other shareholders. |
8 |
Cemex International Trading LLC participates in the international trading of Cemex’s products and fuel commercialization. |
9 |
Sunbulk Shipping, S.L.U. is involved mainly in maritime and land transportation and/or shipping of goods worldwide and the handling, administration, and hiring of shipments and cargo at ports, terminals and other loading and unloading destinations worldwide, as well as the offering and contracting of services in relation thereto for Cemex’s trading entities and operations. |
28) |
SUBSEQUENT EVENT |
29) |
MATERIAL ACCOUNTING POLICIES |
29.1) |
PRINCIPLES OF CONSOLIDATION |
29.2) |
USE OF ESTIMATES AND CRITICAL ASSUMPTIONS |
29.3) |
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION OF FOREIGN CURRENCY FINANCIAL STATEMENTS |
2024 |
2023 |
2022 |
||||||||||||||||||||||
Currency |
Closing |
Average |
Closing |
Average |
Closing |
Average |
||||||||||||||||||
| Peso | 20.83 | 18.55 | 16.97 | 17.63 | 19.50 | 20.03 | ||||||||||||||||||
| Euro | 0.9654 | 0.9265 | 0.9059 | 0.9227 | 0.9344 | 0.9522 | ||||||||||||||||||
| British Pound Sterling | 0.7988 | 0.7819 | 0.7852 | 0.8019 | 0.8266 | 0.8139 | ||||||||||||||||||
| Colombian Peso | 4,409 | 4,104 | 3,822 | 4,272 | 4,810 | 4,277 | ||||||||||||||||||
29.4) |
FINANCIAL INSTRUMENTS |
• |
Cash and cash equivalents (note 9). |
• |
Trade accounts receivable, other current accounts receivable and other current assets (notes 10 and 11). Due to their short-term nature, Cemex initially recognizes these assets at the original invoiced or transaction amount less expected credit losses, as explained below. |
• |
Trade accounts receivable sold under securitization programs, in which certain residual interest in the trade accounts receivable sold in case of recovery failure and continued involvement in such assets is maintained, do not qualify for derecognition and are maintained in the statement of financial position (notes 10 and 17.2). |
• |
Investments and non-current accounts receivable (note 14.2). Subsequent changes in effects from amortized cost are recognized in the statement of income as part of “Financial income and other items, net.” |
29.5) |
PROPERTY, MACHINERY AND EQUIPMENT AND ASSETS FOR THE RIGHT-OF-USE (note 15) |
29.6) |
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS (notes 4.1 and 16) |
29.7) |
IMPAIRMENT OF LONG-LIVED ASSETS (notes 15 and 16) |
29.8) |
PROVISIONS (notes 18, 24 and 25) |
29.9) |
PENSIONS AND OTHER POST-EMPLOYMENT BENEFITS (note 19) |
29.10) |
INCOME TAXES (note 20) |
Country |
2024 |
2023 |
2022 |
|||||||
Mexico |
30.0% | 30.0% | 30.0% | |||||||
United States |
21.0% | 21.0% | 21.0% | |||||||
United Kingdom |
25.0% | 23.5% | 19.0% | |||||||
France |
25.8% | 25.8% | 25.8% | |||||||
Germany |
28.2% | 28.2% | 28.2% | |||||||
Spain |
25.0% | 25.0% | 25.0% | |||||||
Israel |
23.0% | 23.0% | 23.0% | |||||||
Colombia |
35.0% | 35.0% | 35.0% | |||||||
Other operations |
15.0% – 30.0% | 15.0% – 30.0% | 18.0% – 30.0% | |||||||
29.11) |
STOCKHOLDERS’ EQUITY |
| • | Currency translation effects from the translation of foreign subsidiaries, including: a) exchange results from foreign currency debt related to the acquisition of foreign subsidiaries; and b) exchange results from foreign currency related parties’ balances that are of a non-current investment class (note 29.3); |
| • | The effective portion of the valuation and liquidation effects from derivative financial instruments under cash flow hedging relationships, which are recorded temporarily in stockholders’ equity (note 29.4); |
| • | Changes in fair value of other investments in strategic securities (note 29.4); and |
| • | Current and deferred income taxes during the period arising from items which effects are directly recognized in stockholders’ equity. |
| • | Effects related to controlling stockholders’ equity for changes or transactions affecting non-controlling interest stockholders in Cemex’s consolidated subsidiaries; |
| • | Effects attributable to controlling stockholders’ equity for financial instruments issued by consolidated subsidiaries that qualify for accounting purposes as equity instruments, such as the interest expense paid on perpetual debentures; |
| • | The balance of Subordinated Notes with no fixed maturity and any interest accrued thereof; and |
| • | The cancellation of the Parent Company’s shares held by consolidated entities or held in trust for the liquidation of executive long-term share-based compensation. |
29.12) |
EXECUTIVE SHARE-BASED COMPENSATION (note 22) |
• |
Allowances received for no consideration paid are recognized at zero cost in the statement of financial position. |
• |
Revenues received from the sale of excess Allowances are recognized in the statement of income in the period in which they occur. |
• |
Allowances acquired to hedge expected deficits of CO 2 emissions, i.e. for own use-only with no trading intention, are recognized as intangible assets at cost and are amortized to the cost of sales during the relevant compliance period as emissions are released. |
• |
Cemex would accrue a provision at market value against the cost of sales if current emissions of CO 2 exceed the number of emission rights on hand and the required additional Allowances have not yet been acquired in the market. |
• |
In addition, in certain countries, the environmental authorities impose levies per ton of CO 2 or other greenhouse gases released. Such expenses are recognized as part of the cost of sales as incurred. |
29.14) |
CONCENTRATION OF CREDIT |
29.15) |
NEWLY ISSUED IFRS NOT YET ADOPTED |
|
Standard |
Main topic |
Effective date |
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| Amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates |
The amendments require an entity to apply a consistent approach to assessing whether a currency is exchangeable into another currency and when it is not, to determine the exchange rate to use and the disclosures to provide. |
January 1, 2025 | ||
|
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9,
Financial Instruments Financial Instruments: Disclosures |
The amendments to IFRS 9 and IFRS 7 clarify the derecognition of financial liabilities on the settlement date, allow accounting options for electronic settlements, and require additional disclosures for financial assets and liabilities with contingent terms, including Environmental, Social and Governance features.
|
January 1, 2026 | ||
| PART III |
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Part III
Item 17—Financial Statements
Not applicable.
Item 18—Financial Statements
See pages F-1 through F-68, incorporated herein by reference.
Item 19—Exhibits
CEMEX • 2024 20-F REPORT • III-1
| PART III |
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CEMEX • 2024 20-F REPORT • III-2
| PART III |
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CEMEX • 2024 20-F REPORT • III-3
| PART III |
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| 101. CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101. LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 101. DEF | Inline XBRL Taxonomy Extension Definition Document. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). | |
| (a) | Incorporated by reference to the Registration Statement on Form F-4 of Cemex, S.A.B. de C.V. (Registration No. 333-10682), filed with the SEC on August 10, 1999. |
| (b) | Incorporated by reference to the 2009 annual report on Form 20-F of Cemex, S.A.B. de C.V. filed with the SEC on June 30, 2010. |
| (c) | Incorporated by reference to the Registration Statement on Form F-6 of Cemex, S.A.B. de C.V. (Registration No. 333-174743), filed with the SEC on June 6, 2011. |
| (d) | Incorporated by reference to the 2014 annual report on Form 20-F of Cemex, S.A.B. de C.V. filed with the SEC on April 27, 2015. |
| (e) | Incorporated by reference to the 2015 annual report on Form 20-F of Cemex, S.A.B. de C.V. filed with the SEC on April 22, 2016. |
| (f) | Incorporated by reference to the 2016 annual report on Form 20-F of Cemex, S.A.B. de C.V. filed with the SEC on April 28, 2017. |
| (g) | Incorporated by reference to the 2018 annual report on Form 20-F of Cemex, S.A.B. de C. V. filed with the SEC on April 25, 2019. |
| (h) | Incorporated by reference to the 2019 annual report on Form 20-F of Cemex, S.A.B. de C. V. filed with the SEC on April 29, 2020. |
| (i) | Incorporated by reference to the 2020 annual report on Form 20-F of Cemex, S.A.B. de C. V. filed with the SEC on April 23, 2021. |
| (j) | Incorporated by reference to the 2021 annual report on Form 20-F of Cemex, S.A.B. de C. V. filed with the SEC on April 29, 2022. |
| (k) | Incorporated by reference to the 2022 annual report on Form 20-F of Cemex, S.A.B. de C. V. filed with the SEC on May 1, 2023. |
| (l) | Incorporated by reference to the Registration Statement on S-8 of Cemex, S.A.B. de C.V. (Registration No. 333-275529), filed with the SEC on November 13, 2023. |
| (m) | Incorporated by reference to the 2023 annual report on Form 20-F of Cemex, S.A.B. de C. V. filed with the SEC on April 29, 2024. |
| (n) | Filed herewith. |
| (o) | This was a paper filing, and it is not available on the SEC website. |
In reviewing the agreements included as exhibits to this annual report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements.
The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
| • | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
| • | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
| • | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
| • | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
CEMEX • 2024 20-F REPORT • III-4
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SIGNATURES
Cemex, S.A.B. de C.V. hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Cemex, S.A.B. de C.V. | ||||
| By: | /s/ Jaime Muguiro Domínguez |
|||
| Name: | Jaime Muguiro Domínguez | |||
| Title: | Chief Executive Officer | |||
Date: April 25, 2025
CEMEX • 2024 20-F REPORT • III-5
Exhibit 1.1
ENGLISH TRANSLATION
CEMEX, S.A.B. de C.V.
By-Laws
ARTICLE 1. DENOMINATION.- The Company is a commercial anonymous Company and it is named CEMEX, followed by the words “Sociedad Anónima Bursátil de Capital Variable” or by its abbreviation “S.A.B. de C.V.”.
ARTICLE 2. CORPORATE PURPOSE.- The Company’s corporate purpose is to participate in corporations and civil associations, civil organizations and in all other types of domestic and foreign companies, through subscription and/or purchase of their shares, stocks, assets and rights and otherwise dispose and enter into any type of acts or contracts regarding such shares, stocks, assets and rights, and for the fulfillment of its corporate purpose, the Company may, directly or indirectly through third parties, enter into or execute all kinds of acts, operations and civil or commercial contracts, specialized services or works or of any kind, that are conducive to, accessory to, necessary for or convenient for the effectiveachievement of its corporate purpose through the activities indicated below:
(A) The manufacture, sale or purchase, distribution, transportation, importation, exportation, exploitation and the industrial and commercial use of cement and, in general, any type of building materials. (B) The production, distribution, importation, exportation, supply, transportation, hauling, consignment, sale or purchase, storage, mediation, agency, exploitation, marketing and industrial and commercial use in general of cement, concrete, mortar, clay, limestone, gypsum, gravel, sand, iron ore, raw materials usedin the manufacture of cement and, in general all kinds of building materials. (C) The sale, distribution, transportation, import, export, exploitation, use andindustrial and commercial utilization of aggregates, ready-mixed concrete, its additives and components and, in general, all types of pieces and prestressed concrete objects, preconcretes, tubes and construction materials, concrete blocks and precast concrete elements. (D) The establishment of concrete, cement and asphalt manufacturing plants withdependencies focusing on obtaining and triturating aggregates, dosing and mixing these andhauling and consolidating its products. (E) To be the holder of Exploration and/or Exploitation of Mining Concessions, in order to explore and/or exploit the minerals or
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substances subject to the Mining Law (Ley Minera)) in full force and effect, in accordance with the provisions of article 11 of said law. (F) Be the holder of, Ordinary and/or Extraordinary General Permits for the purchase, storage and consumption or purchase and consumption of explosive materials, for the construction industry and for the mining industry, in order to exploit the stone and mineral materials, respectively, in accordance with the provisions of articles 37 and 42 of the Federal Firearms and Explosives Law (Ley Federal de Armas de Fuego y Explosivos). (G) The transportation of merchandise and products in modality of general cargo, waste and/or hazardous materials and bulky and/or heavy weight materials, exploitation and use of the General Ways of Communication (Vías Generales de Comunicación) or their services and related under the concessions or permits granted by the Federal Executive as applicable; or, through the concessions or permits that the Company receives in contribution, transfer or in right of its Partners and authorized by the competent authorities. (H) The exploitation of specialized services of general cargo, waste and/or hazardous materials and bulky and/or heavy objects related to the concessions and permits granted by the authorities of the federal entities of the country. (I) The use of roads in general and their connection with other means of transport, through the Agreements that are entered into, in order to offer the public user an efficient and safe service. (J) Verification of official Mexican standards and serve as an approved and accredited inspection and verification unit to perform the procedures for evaluating the specifications and physical-mechanical and safety conditions for the operation of roads and bridges under the federal jurisdiction of motor transportation cargo, in compliance with Mexican official standards. (K) The training and preparation of Drivers of the Federal Motor Carrier and Private Transport Service (Conductores del Servicio de Autotransporte Federal y Transporte Privado). (L) The specialized workshop maintenance and repair service, as well as the sale of spare parts and technical equipment to third parties. (M) The development, purchase, sale, import, export, assembly and marketing of bags, packs and all types of packaging of any material, as well as the raw materials necessary for that purpose. (N) The industrial and commercial use of wastewater through its treatment and reuse. (Ñ) The use, exploitation and utilization of public property, for the handling of fluids and the use of goods and the provision of port services that constitute the port operation under the terms of the Ports Act (Ley de Puertos), classified as maneuvering services for the transfer of goods or merchandise, such as loading, unloading, stacking, storage, stowage and haulage within the port, by any of the modalities provided by
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such law, including, but not limited to, obtaining concessions, permits, authorizations and partial assignments of rights. (O) Logistic services associated with the oil industry, as well as operation management of asphalt emulation plants. (P) The Treatment and refining of Oil, the processing of Natural Gas and the export and import of Hydrocarbons and Petroleum, as well as the Transportation, Storage, Distribution, compression, liquefaction, decompression, regasification, commercialization and Public Expense of Hydrocarbons, Petroleum or Petrochemicals, including the construction, operation and exploitation of land areas, warehouses, ships, tanks, dry ports, marine terminals and facilities of any kind, for the management of petroleum and/or energy products, by any of the modalities provided by such law, including but not limited to, obtaining concessions, permits and/or authorizations, as appropriate, under the terms of Title Three of the Hydrocarbons Law (Título Tercero de la Ley de Hidrocarburos). (Q) The rendering of the Auxiliary Service for the Railway Freight Terminal, the Railway Auxiliary Service for transshipment and transfer of liquids, the Railway Auxiliary Service of railway equipment maintenance workshops and the provision of the transfer of liquids in any of its modalities. (R) The establishment of navigation services, transport, passengers and cargo, between the ports of the country and abroad, if necessary, the acquisition of boats for the aforementioned purposes and the operation of docks, shipyards and any other necessary construction or work for the initiation and development of its services. (S) The acquisition of concessions, permits, subsidies and legalfranchises related to any of the activities of its corporate purpose and acquiring by any legaltitle, including by concession of public power, direct ownership over lands, waters or their accessions and exploiting them, whether for irrigation, to generate driving force or for industrial objects. (T) The manufacture, sale, distribution, lease, import, export, transportation, supply, assembly, transport, loading, consignment, sale, deposit, mediation, commission, exploitation, commercialization and industrial and commercial use in general of all types of products allowed by the laws and in general, all kinds of domestic or foreign goods or merchandise, either as raw material, semi-finished products and perform with themtrade acts in any form on their own or by third parties. (U) The rendering of handling, storageand custody of foreign goods services, either owned by the Company or by third parties withwhom the Company enters into an agreement. (V) The private transportation of goods ownedby the Company or related to their activities, as well as of persons related to the same purpose,without involving the provision of federal public transportation in any of its forms. (W) The operation as a shipping company and performance of all activities related to its operation and carrying out all the formalities before the competent authorities to obtain the proper permits.
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(X) Purchase, lease, charter and enter into any type of contract with foreign and Mexican vessels as well as registering and obtaining the Mexican flag for the vessels that may requireit. (Y) To act as consignee agent for vessels and perform all activities related to the operationas such. (Z) The manufacture, sale, distribution, lease, import, export, exploitation and overall development of all types of industrial and commercial equipment, machinery, tools, spare parts and parts, motor carriers and any articles or commercial items. (AA) The exploitation of the various engineering branches in all its aspects either pure or applied, as well as projects and construction works. (BB) Entering into contracts for construction, design, engineering, and supply of technical and professional services, the development of architectural projects, installation of technical and mechanical infrastructure, and any other applications necessary, convenient or conducive to the development and prosperity of the Company, including participating in competitions, public or private bids or offers either national or international. (CC) Acquire, sell, manage, lease or receive in lease or sublease, give or receive on loan, exchange, encumber in any way, exploit, affect or be a trustee in trustand, in general, enter into any legal act that involves acquiring, transferring or guaranteeingthe rights of ownership or possession of all real or personal types of property, as deemed necessary or convenient for the development and prosperity of the Company, or to directly or indirectly support the development of the Company. (DD) Decorate, manage and operate in any manner all kinds of buildings, factories, warehouses, houses andapartments on their own or through third parties. (EE) Provide and receive any type of technical, administrative, sales, advertising, monitoring, technical assistance, consultation and advice services on industrial, tax, accounting, commercial, financial, and any other typeof matters. (FF) Order, obtain, buy, lease, assign or otherwise acquire or dispose of trademarks, trade names, copyrights, patents, inventions and processes, know-how and, in general, intellectual and industrial property rights, as well as licenses over them. (GG) Enter into or agree on agency operations, mediation, technical assistance, professional services, consulting, distribution, supply, leasing and factoring, brokerage and generally all kinds of contracts or agreements involving services to or for third parties, as a result of the obligationsor duties incurred by virtue of entering into the contracts in this subparagraph. (HH) Give ortake money on loan, secured or unsecured, including the issuance of debt securities in public or private sale that represent loans with the investing
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ENGLISH TRANSLATION
public. (II) Issue, draw, sign, accept, endorse, guarantee and enter into any type of commercial or legal transaction, regarding negotiable instruments, with national or foreign credit institutions, as well as agents and securities intermediaries, in investment companies and auxiliary credit organizations and in any organization, corporation or association, any and all types of transactions necessary or convenient for the fulfillment of its corporate purpose, including entering into repurchases, loans, trusts, mandates, agencies or any contract or agreement either for the purpose of investing its resources, to obtain financing, or where appropriate, to affect, transmit or to pledge the negotiable instruments referred to in this subparagraph. (JJ) To execute avales, bonds and, in general, guarantee, including with pledges and mortgages, obligations incurredon behalf of third parties, with or without consideration. (KK) To render the Comprehensive Logistics and Supply Chain Service.
ARTICLE 3. DOMICILE.- The corporate seat of the Company is the city of Monterrey, N.L., Mexico, with the understanding that agencies or branches may be established within Mexico or abroad as deemed advisable by the Board of Directors.
ARTICLE 4. DURATION.- The duration of the Company shall be indefinite.
ARTICLE 5. NATIONALITY.- This Company is Mexican. Any foreigner who in the incorporation date of this Company has acquired or in the future shall acquire an interest or participation in the Capital Stock of the Company, shall be considered for this sole act as Mexican, it being understood that said party has agreed not to seek the protection of its government, under penalty of losing said interest or participation in favor of the Republic of Mexico. This article shall be inserted in its entirety on the share certificates issued by the Company. This Company received authorization from the Mexican Ministry of Foreign Affairs under Permit Number 267, dated February 4, 1927, in accordance with the Organizational Law of Section I of Article 27 of the Constitution and its Regulations.
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ENGLISH TRANSLATION
ARTICLE 6. CAPITAL STOCK.- The Capital Stock shall be variable. The Minimum Fixed Capital with no redemption rights is of $36,300,000.00 (thirty-six million three hundred thousand 00/100 MXN) represented by 13,068´000,000 (thirteen thousand sixty- eight million) ordinary shares, which shall be registered and with no face value, of which 8,712´000,000 (eight thousand seven hundred twelve million) correspond to the Series “A” and 4,356´000,000 (four thousand three hundred fifty- six million) to Series “B”; the Variable Capital with no redemption rights shall be unlimited. The common ordinary Capital Stock, as well as the capital represented by Class Shares, both in its Fixed and Variable portions, shall be represented by Series of registered shares with no par value, together with its respective sub-series. Every time reference is made to a series of shares, Fixed or Variable Capital, it shall be construed as a reference to any sub-series that, as the case may be, have been issued and that shall be identified with the same letter with which the Series has been identified and a number from 1 (one) onwards, in accordance with the respective sub-series.
The common ordinary Capital Stock shall be represented by two Series, both for its Fixed and Variable portions. The Series “A” shall represent as a minimum the (64%) sixty- four per cent of the common ordinary Capital Stock and the Series “B”, or of free subscription, shall represent as a maximum the (36%) thirty-six per cent. In the event that Class Shares shall exist, and unless an authorization is obtained to treat them as neutral investment in accordance with the Law, at least (64%) sixty-four percent of the Capital Stock represented by this type of shares shall be subject, in respect to its holders, to the same restrictions applicable to the Series “A” shares of the ordinary capital. All the shares forming part of the common ordinary Capital Stock, except for the characteristics related to the holdings of each one of the Series and the part of the Capital which they represent, give their holders the same rights and obligations. By no means and neither directly nor indirectly, may the shares of the Series “A” be acquired: (i) by foreign individuals or foreign legal entities or Mexican legal entities that do not have a foreign exclusion clause, in the understanding that such clause shall be contained both in the by-laws of the acquirer as in the by-laws of any other company or partnership that directly or indirectly has an interest in the Capital Stock of such acquirer; (ii) by groups, units, associations, trusts, and any entity, with or without legal personality, that admits foreigners, is foreign, is one in which, by any form, directly or indirectly, has intervention of foreigners, or companies in which any foreigners participate (except for the case of Trusts formed by the Company for the issuance of ordinaryparticipation certificates to be offered to the public investors); (iii) by foreign governments or foreign sovereigns. The Class Shares may be acquired subjectto the terms and conditions approved by the Shareholders’ Meeting authorizing its issuance.
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ENGLISH TRANSLATION
In the event of a violation of these restrictions, the acquisition shall be null and the Company shall not recognize the acquirer as the owner nor may the acquirer exercise the corporate rights inherent to the shares.
For the purposes of these by-laws, “Class Shares” refer to the shares that carry no voting rights, limited or restricted voting rights, that have any limitation in the exercise of their corporate rights or that confer preferred economic rights in relation to ordinary shares.
ARTICLE 7. ACQUISITION OF OWN SHARES AND MEASURES TO LIMIT THE SHAREHOLDING OWNERSHIP.- I.- The Company may acquire shares representing its own Capital Stock or credit instruments representing them, as well as optional instruments or financial derivative instruments which may be liquidated in kind thathave such shares or credit instruments underlying in accordance with the terms and conditions indicated by the applicable Law. The shares or credit instruments that represent such shares that belong to the Company, or, the shares issued but not subscribed maintainedin the Treasury, may be placed among the public investors in accordance with the dispositionsof the applicable law. So long the shares are the property of the Company, they may not be represented nor voted in the Shareholders’ Meetings, and no social or economic rights of whatever nature may be exercised. II.- (A).- For purposes of these by-laws, the following definitions shall apply, whether in their singular or plural form:
--- “SHARES”: the ones that represent the Capital Stock of the Company; any type of certificate or receipt referred to the shares representing the Capital Stock of the Company;as well as any other security, credit instrument or document that refers to or permits the exercise of, the vote of the corresponding shares representing the Capital Stock of CEMEX, S.A.B. de C.V.
--- “CONSORTIUM”: shall have the meaning established by the Mexican Securities Market Law.
--- “RELATIVE”: person or persons that with respect to each other, have family relationship by consanguinity, affinity or civil, up until the fifth degree in a straight or collateral line, the spouse, concubine and concubinary.
--- “ENCUMBRANCE”: pledges, seizures, trusts (or equivalent figures under foreign Law), or any act or transaction that in any form, limits, restricts or affects, the implicit rights of the Shares.
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ENGLISH TRANSLATION
--- “GROUP OF PERSONS”: shall have the meaning established by the Mexican Securities Market Law.
--- “CORPORATE GROUP”: shall have the meaning established by the Mexican Securities Market Law.
--- “RELATED PARTY”: shall have the meaning established by the Mexican Securities Market Law.
--- “HOLDING”: the ownership, possession or holding of Shares or the possibility of instructing or exercising the right to vote.
--- “TRANSACTION”: Any agreement, contract, unilateral declaration, stipulation, arrangement and any act that creates, transmits, modifies or extinguishes obligations, including, enunciatively but not limited to, all acts or facts that give or may give place to any exercise or instruction to exercise the voting rights, or if the ownership, possession or holding of the Shares may be obtained or is obtained.
--- Any Transaction or Encumbrance that may result or results in a direct or indirect possibility, to acquire or exercise the right to vote regarding the Shares that represent a 2% or more of the Capital Stock of the Company, shall be subject to the prior authorization of the Board of Directors. The Board of Directors must decide, within a period of 90 (ninety) calendar days from the reception of the written application directed to the President or Secretary of the Board. The application must be in written form and must contain the following information: (i) name, social denomination of the participant(s) in the Transaction or Encumbrance and the Shares whose Holding they have on the date of the application, (ii) in the case of a Group of Persons, Corporate Group, Consortium, Related Parties or Relatives, provide the details of all the persons involved, indicating their name, social denomination and Shares each holds, as well as who shall exercise the social and economic rights, (iii) description of the Transactions or Encumbrances, and (iv) in the event that the Transaction or Encumbrance is made indirectly through agents, brokers, trusts or similar figures under any law or third parties; it must be indicated who or whom are the effective beneficiaries and who or whom will exercise or will instruct to exercise the voting rights. The Board of Directors, in order to resolve the applications, shall consider the following criteria: a) if it involves Transactions or Encumbrances of qualified investors or institutions in which the public investors participate; b) if it involves
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ENGLISH TRANSLATION
acquisitions that aim to make portfolio investments with speculative purposes, that could affect stock prices; or if it is intended to accumulate significant amounts of Shares in a way that the number of Shares outstanding is reduced and that the marketability may be affected; c) the likelihood of the participants in the Transactions or Encumbrances exercising a significant influence or being able to obtain control (as these terms are defined in the applicable law); d) if all the legal dispositions and the by-laws have been observed, and the persons who wish to participate in the Transactions or Encumbrances have not incurred in any violation of the Law or by- laws or have not complied with applicable Law or by-laws; e) if the persons involved in the Transactions or Encumbrances are competitors of the Corporate Group to which the company belongs, are persons or legal entities participating in companies,entities or persons that are competitors of the Corporate Group to which it belongs and there is a risk of affecting the process of fair competition or there could be an access to confidential and privileged information; f) the moral and economic solvencyof the participants; g) the protection of the rights of minorities and workers of the Company and its subsidiaries; and h) maintain an adequate base of investors. If the Board of Directors authorizes the application, the Transaction or Encumbrance shallbe done during the next 10 (ten) days following notification from the Board of such authorization. If done afterwards, the authorization shall be null.
--- If after making the Transaction or Encumbrance the Holding of Shares is reduced, in order to make a new Transaction or Encumbrance, a new application must be made, unless the Board had authorized the possibility of multiple Transactions or Encumbrances over a time frame. When the Transaction or Encumbrance had been authorized on the basis of false or incorrect information or information had been withheld, the voting rights corresponding to the Shares related to the Transaction or Encumbrance will not be able to be exercised.
II.- (B).- Any Transaction or Encumbrance that results or may result in a participation equal or greater than 30% of the Capital Stock of the Company, shall oblige, without taking into account whether the participants in the Transaction or Encumbrance wish or not to acquire control, the execution of a forced public offer for the acquisition of the totality of the Shares representing the Company’s Capital Stock.
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ENGLISH TRANSLATION
In the event that the requirements described in numeral II of this Article are not met or exceed the participations indicated in the paragraphs A and B, the persons involved therein shall not be entitled to exercise the voting rights corresponding to the total of the Shares whose Holding was obtained or is currently obtained, and therefore, such Shares shall not be taken into account for the determination of the quorum of attendance and voting in the Shareholders’ Meetings, nor shall the records in the shareholder ledger be done and there shall be no effects of the Registry done by the Institute for the Deposit of Securities.
In order to determine if a specific situation is within numeral II of this Article, the following considerations and criteria shall apply and all the Shares whose Holding is obtained, shall be obtained, or is currently obtained by virtue of any Transaction or Encumbrance, shall be taken into account (the calculation shall be made regarding the number of shares directly representing the Capital Stock of the Company).
| 1.- | It does not matter if the Transaction or Encumbrance is made abroad. |
| 2.- | A single Holding shall be considered regarding each of the participants in the Group of Persons, Corporate Group, Consortium, each Related Party, and each Relative. |
| 3.- | Each Transaction or Encumbrance that may result in obtaining a 2% or more of the Capital Stock must be submitted to authorization. |
| 4.- | In case of Trusts established by the Company for the issuance of ordinary participation certificates to be offered to the public investors, the fiduciary institution shall not be subject to numeral II of this Article or Article 10 of these by- laws. |
| 5.- | For the interpretation of these by-laws, the applicable law shall be taken into account. |
ARTICLE 8. MODIFICATIONS TO THE CAPITAL STOCK.- To increase or decrease the Capital Stock and amortize issued shares with undistributed profits, except in accordance with the provisions of Article 7 of these by-laws, the following procedure shall be followed: The Fixed Capital Stock shall only be increased or decreased by resolution of the General Extraordinary Shareholders’ Meeting, and such Meeting shall also authorize the amortization of issued shares representing this part of the Capital Stock with distributable profits and the amendments to the limits of the Variable Capital.
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ENGLISH TRANSLATION
The Variable Capital Stock shall be increased or decreased by resolution of the General Ordinary Shareholders’ Meeting, and such Meeting shall also resolve about the amortization of issued Shares representing this part of the Capital Stock with distributable profits; in the event of a Capital increase in its Variable part, the Meeting may delegate to the Board of Directors the authority to determine the terms and conditions under which it shall proceed to the issuance, exhibit and subscription of the respective shares, which once issued and while subscribed shall be held by the Treasury of the Company. In the event of a capital reduction in the Variable part of its Capital Stock, the Board of Directors, in accordance with applicable legal provisions, may fix the terms and conditions for its implementation. The amortization of Shares with distributable profits shall be done in accordance with the terms instructed by the Law. The minutes of the General Ordinary Shareholders´ Meetings that approve increases or decreases in the variable portion of the Capital Stock must be notarized, except in the cases where the increases and decreases are the result of the repurchase of shares. In the terms of the applicable law, the Company may increase its Capital Stock by the issuance of non-voting shares, shares with other limitations or preferred corporate rights, or shares with preferred or limited vote. The issuance of the shares mentioned in this paragraph shall not exceed the percentage of the Capital Stock established by the applicable Law and may be part of the Fixed or Variable portions of the Capital Stock.
The non-voting shares shall not be counted for purposes of determining the attendance or voting quorums at the Shareholders’ Meetings, while the shares with limitations on other corporate rights, or of restricted vote, shall only be counted to determine the attendance and voting quorums in the Shareholders’ Meetings held to deal with any matters in which such shares have a voting right.
Issued Class Shares, as the case may be, shall conform one or several Series with its respective sub-series, each Series shall be identified with two letters of the alphabet, one of which shall be “A”, “B” or “N”, respectively and depending on whether its Holding is reserved in the terms of these by-laws with respect to the Series “A”, common ordinary Capital, are of free subscription in the terms of these by-laws with respect to the Series “B” of the common ordinary Capital Stock, or in its case, are considered as neutral investment under which they shall also have free subscription; and the other letter shall be used to distinguish them from the shares representing the common ordinary Capital Stock and the other Classes that conform the Capital Stock, attaching a progressive number for each sub- series issued.
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In the event of a Capital Stock increase, the Shareholders’ Meeting may extend, limit or deny the shareholders the preemptive right to subscribe in proportion to their participation in the common ordinary Capital Stock or in the capital represented by Class Shares, the shares that in either case are issued. When applicable, the proportion shall be determined considering only the participation in the issued Capital Stock and the preemptive rights may only be exercised with respect to the same class of Shares that are held by the shareholder and within the (15) fifteen days following the publication of the resolution of the respective Shareholders’ Meeting, the publication shall be made in the terms provided in these by-laws for the calls for Shareholders’ Meetings. The preemptive right to subscribe shall not be applicable to Capital increase through public offers or through the issuance of own shares previously acquired by the Company.
The Shareholders shall also have the right to receive the shares that are issued by means of capitalization of reserves or profits, in the understanding that the shares issued under this concept shall correspond proportionately to all issued Shares. The Shareholders’ Meeting shall determine the nature or class of shares that will represent the Capital increaseby the capitalization of reserves or profits and only those Shareholders holding common ordinary shares or Class Shares, depending on which of them are being issued, shall share the right of receiving the shares so issued in the proportion of their Holdings in the issued ordinary common Capital Stock or of Class, respectively.
The Company may issue unsubscribed shares kept in treasury, to be subscribed afterwards by the public investors, in accordance with the applicable Laws.
The shareholders of the variable part of the Capital Stock of the Company shall not have withdrawal rights.
The Company shall keep a Book, which shall be authorized by the Chairman or Secretary of the Board of Directors or by any other officer designated by the Board of Directors for this purpose. All notes relating to the registration of increases and decreases of the Capital Stock in its Variable portion shall be kept in this Book.
ARTICLE 9. CERTIFICATES REPRESENTING THE SHARES.- The Share Certificates and Provisional Certificates issued in each case, must contain the expressions referred to in the Law and in Articles 5, 7 (regarding the restrictions for the transmission of Shares or to acquire substantial portions of the Capital Stock), 8, and 10 of these by-laws, regarding the rights and obligations of the shareholders, and must have the handwritten signatures of any two Board members appointed by the Board of Directors.
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The Chairman and Secretary may use a facsimile of their signature, pursuant to the requirements of the applicable Law. The Share Certificates and provisional certificates must also contain adhered vouchers, to be used when exercising their dividend and preemptive rights. The Board shall determine the number of shares represented in each Share Certificate and the number of vouchers to be adhered.
ARTICLE 10. SHARE REGISTRY AND SIGNIFICANT PARTICIPATIONS.- The Company shall have a Share Registry that must contain: a).- The name, nationality, and address of the Shareholder, as well as the indication of the shares belonging to him, indicating their number, series, class, and other distinctions; b).- The indication of the payments made; c).- Any encumbrances over the Shares, as well as of the rights incorporated in them, the limitations of domain, and transfers made. The Registry must also comply with the provisions established in the applicable law and with Article 7 of these by-laws. The Company shall consider the person inscribed in the Registry, referred to in this article, as owner of the shares. To this effect, the Company must record in such Registry, when requested by any entitled person, the transfers, limitations, or liens imposed on them. In case the Shares or certificates that represent them were deposited in an authorized Institution for the Deposit of Securities, the register shall be made in accordance with the applicable law and with the by-laws. The persons who, in any way and in accordance with the criteria set forth in numeral II of Article 7 of these by-laws, obtain a participation of 5%, 10%, 15%, 20%, 25% or 30% must inform the Company within a period of 5 (five) working days following the day in which such percentage of ownership is reached. For purposes of calculating such percentages, numeral II of article 7 of these by-laws shall apply. In the case of Corporate Groups, Groups of Persons, or Consortiums, the obligation to notify applies to all the persons that are considered members of such groups.
The notice given to the Company, referenced in this Article, shall include the name of the person or persons that have the holding and the rights or faculties acquired, the authorization from the Board in those cases described in Article 7 of these by-laws, and the information needed to identify the persons for which the Shares are grouped for Ownership.
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In case of non-compliance with the provisions of this Article, regarding notices of significant participations, the corresponding Shares shall not be represented in the Share holders’ Meeting. The Company shall keep a registry of significant participations, in which names, nationality and domicile of the persons whose names are in the share certificates or respective certificates, as well as the relation, agreement or arrangement that exists between them and the information necessary in order to verify the compliance of these by- laws, shall be registered. Only those who are registered may represent the respective shares in the Shareholders’ Meeting. The shareholders must, additionally, comply with what the applicable law establishes regarding acquisitions of securities subject to disclosure and disclosure of contracts and agreements between shareholders. In order to comply with the obligations to notify, this Article shall apply. Only those that have complied with these by- laws and the applicable law shall be able to exercise or instruct the exercise of the corresponding voting rights. In case of non-compliance with what is stated in these by- laws, the notes or registries in the Registry of Shares shall not take place and all the transactions made by an institution for the deposit of securities shall have no legal effect whatsoever.
ARTICLE 11. SHAREHOLDERS MEETING.- The General Meeting of Shareholders is the supreme body of the Company, and it may agree and ratify all of the resolutions and acts of the same. It shall have no limitation on its powers other than as mentioned in the Law and in these by-laws.
In the event that the Capital Stock of the Company, in addition to the common ordinary shares, is represented by shares of other classes, all proposals that may affect the rights conferred to Shareholders holding shares of such classes shall be previously accepted by the class so affected in a Special Shareholders’ Meeting in which the attendance and voting quorums required for the Extraordinary Shareholders’ Meetings shall apply, which must be counted in reference to the total number of shares of the respective class.
The class Shareholders’ Meetings shall be held in the social domicile and shall be subject to the provisions of Articles 13, 14 and 15 of these by-laws, and the Shareholder designated by the Shareholders present thereat shall act as Chairman and the Secretary of the Company shall act as Secretary or in his absence, whoever the Shareholders designate.
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ARTICLE 12. COMPETENCE OF THE SHAREHOLDERS’ MEETINGS.- The Ordinary General Shareholders’ Meeting shall meet at least once a year, once the immediate preceding fiscal year ends, in the corporate domicile, on the date specified by the Board of Directors in accordance with applicable law. The Ordinary General Shareholders’ Meeting held because of the closing of the fiscal year, shall deal, in accordance with the applicable law, with the following: (a) the annual reports regarding the activities corresponding to the Corporate Practices and Audit Committees; (b) the annual report of the Chief Executive Officer, accompanied with the report from the external auditor; (c) the opinion of the Board of Directors regarding the contents of the Chief Executive Officer’s annual report; (d) the annual report of the Board of Directors declaring and explaining the main policies and accounting and information criteria followed in the preparation of the financial information; (e) the report of the Board of Directors regarding the operations and activities in which it hasparticipated; (f) the election, removal or substitution of the members of the Board ofDirectors, and their level of independence; additionally, the Ordinary Meeting shall approvethe operations that the Company or the companies controlled by the Company wish toundertake during one fiscal year, when they represent 20% (twenty percent) or more of theconsolidated assets of the Company, based on amounts as of the closing of the immediatepreceding quarter of the date the Meeting is held, independent from the way they areexecuted, simultaneously or progressively, but that, because of their characteristics, may beconsidered as one operation; in such Meetings the shareholders that have shares with votingrights may vote, including the ones that have a limited or restricted vote; and (g) all othermatters that are part of their faculties in accordance with these by- laws or the applicable law.
Extraordinary General Meetings shall have the competence over the matters established in the applicable law and in the by-laws.
Ordinary and Extraordinary Meetings shall meet whenever called.
ARTICLE 13. NOTICES OF SHAREHOLDERS MEETINGS.- The notices for Shareholders’ Meetings shall be made by the Board of Directors or by the Corporate Practices or Audit Committees, with the exception of those rights granted by Law to the shareholders to legally publish the calls. The Notice shall be made through the publication of a notice in the electronic system established by the Ministry of Economy (Secretaría de Economía) or, in its absence, in the Official Gazette of the State of Nuevo Leon or in any of the major daily newspapers of the State of Nuevo Leon, at least fifteen days prior to the date set for the Meeting.
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The Notice shall state the place, day and time at which the Meeting shall be held and shall contain the Agenda, which shall not include matters under the title of “general” or equivalents. A Notice shall not be required if all the shares in their entirety are represented when the Meeting is installed and the votes are taken. When a quorum is not obtained for a Meeting, a minute shall be drawn-up in the respective Book, evidencing such circumstance, and said minute shall be signed by the Chairman and Secretary as well as by the appointed Tellers, setting forth the date in which the call was published. If such should be the case, a second Notice, so noted, shall be published just once.
The Shareholders that are Owners of shares with voting right, including in a limited or restrictive form, that represent at least 10% (ten percent) of the Capital Stock subscribed and paid, shall be able to request to the Chairman of the Board of Directors or of the Corporate Practices or Audit Committees, in any moment, that a General Shareholders Meeting take place, in the terms of the applicable law.
Any Shareholder may request the Chairman of the Board of Directors that a General Shareholders Meeting takes place, in the terms of the applicable law, when, for any cause, the minimum number, required for a Meeting to be held, of members of the Corporate Practices and Audit Committees is not present and the Board of Directors has not made the provisional corresponding appointments.
From the publication of the Notice of the Shareholders’ Meetings, information and documents related to each matter included in the Agenda shall be made available to the Shareholders, in the offices of the Company and at no cost.
ARTICLE 14. ATTENDANCE TO THE SHAREHOLDERS’ MEETINGS.- In order to attend and participate in the General Meetings of Shareholders, the Shareholders with the right to vote shall deposit their shares at the corporate offices, in a Credit Institution or Institution for Securities Depository (Institución para Depósito de Valores) through a broker in the securities market in accordance with the Mexican Securities Market Law (Ley del Mercado de Valores). The Certificate of Deposit and, as the case may be, the list of Owners issued by the broker shall be delivered in the office of the Secretary of the Company at least 48 hours prior to the time set for the Meeting. In addition, it is necessary to observe the dispositions of Articles 7 and 10 of these by-laws regarding the Shares intended to be represented in the Meeting.
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The Secretary, in exchange for the aforesaid certificate of deposit, shall list, and after verifying the compliance with the by-laws regarding Articles 7 and 10, shall issue a deposit voucher that certifies the shareholders’ standing as such and the number of shares represented. Said voucher shall authorize the person to whom it has been issued to attend the Meeting. The deposited shares or respective certificates shall only be returned to the Shareholders when the Meeting has been concluded, and in exchange for the voucher issued by the Secretary. The Secretary shall have the documents referred to herein, at the disposal of the Tellers appointed to act as such at the respective Meeting, so that, at the end of the respective registration period, they may prepare the Attendance List of the Shareholders who have right to attend that Meeting.
ARTICLE 15. SHAREHOLDERS’ REPRESENTATION.- Every Shareholder has the right, subject to compliance with these by-laws, to attend the Meetings, personally or through a legal representative. In this case, the legal representative shall validate its personality through Proxy granted in accordance with the forms created by the Company and that shall be at the disposal of the shareholders, including the brokers in the Stock Exchange, during the term indicated by the Law. The forms shall contain the following requirements: (a) clearly name the Company and the Agenda without being able to include under the title “General Matters”, the items referred to by the applicable law, and (b) a space for including the instructions for exercising the Power of Attorney indicated by the grantor of such Power of Attorney.
The Secretary of the Board of Directors shall verify that this Article is observed and shall inform the Meeting thereof.
ARTICLE 16. INSTALLATION OF THE SHAREHOLDERS’ MEETINGS.- The General Ordinary Shareholders’ Meeting shall be considered legitimately installed in its first notice, if at least 50% of the total number of voting shares representing the Capital Stock are present thereat. In the event of a second notice, the General Ordinary Shareholders’ Meeting shall be deemed installed regardless of the number of voting Shares that are present thereat. The General Extraordinary Shareholders’ Meeting shall be considered legitimately installed in its first notice, if at least three fourths of the total number of voting shares representing the Capital Stock are present thereat, and in the event of a second notice, if at least 50% per cent of the total number of voting shares representing the Capital Stock are present thereat.
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ARTICLE 17. DEVELOPMENT OF THE SHAREHOLDERS’ MEETINGS.- The Meeting shall be chaired by the Chairman of the Board of Directors. In the absence of the Chairman, the Meeting shall be chaired by the Shareholder appointed by the absolute majority of those present. The Secretary of the Meeting shall be the person who is the Secretary of the Board of Directors or in his absence, the person appointed by the majority of the shareholders and proxies present thereat. The Chairman of the Board of Directors shall appoint two Tellers, having the possibility of doing so in writing once the call for the Meeting is published. In the case of absence of the Tellers so appointed, a new designation may be made. The Tellers present at the Meeting shall determine, with the documentation available and the Attendance List formulated for said effect, the number of legally represented shares. If by any reason the Agenda was not totally discussed in the date for which the Meeting had been called, such Meeting shall continue to be open during the immediate following days and until all items on the Agenda are dealt with.
The Shareholders owning shares with voting rights, including in a limited or restrictive form, duly represented in the Meeting and that represent at least 10% (ten percent) of the Capital Stock subscribed and paid, shall have the right to request the deferral of the voting on any matter for which they considered themselves not to be well informed, abiding to the terms and conditions indicated by applicable law.
ARTICLE 18. VOTING RIGHTS AND QUOROUM OF THE SHAREHOLDERS’ MEETINGS.- In all Meetings, each common ordinary share shall be entitled to one vote. This principle shall be subject to applicable legal provisions and to the provisions of these by-laws, with exception to those cases of shares temporarily re-acquired by the Company as referred to in numeral I of Article 7; to the non-voting shares, as well as to, or with the limitation to other corporate rights, and any shares with limited vote in accordance with the applicable law and the resolutions of the Shareholders’ Meeting in which its issuance has been approved; as well as to those cases contemplated by numeral II of Article 7 and Article 10 of these by-laws. In all Ordinary Shareholders’ Meetings, the resolutions shall be valid with the affirmative vote of the majority of the votes of the voting-shares present thereat.
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In the Extraordinary Shareholders’ Meetings, the resolutions shall only be valid if approved by the affirmative vote of the voting-shares representing at least (50%) fifty per cent of the Capital Stock with voting rights, except in the case of amendments to Articles 7 (except for the acquisitions of own shares), 10, and 22, in which itshall be required to obtain approval of (75%) seventy-five percent of the voting shares as well as those cases that in accordance with the Law, require a special quorum. It shall be leftto the Tellers, who shall sign the respective minute, to verify that the quorums so indicated are complied with. The Shareholders, Owners of shares with voting rights, including in a limited or restrictive form, that represent at least 20% of the Capital Stock subscribed and paid, shall have the right to judicially oppose to the resolutions of the General Meetings, regarding those items where they have voting rights, whenever the provisions stated in applicable law, for these purposes, are observed.
ARTICLE 19. INTEGRATION OF THE BOARD.- The Board of Directors shall be composed of a maximum of twenty-one (21) Regular Board Members, where at least 25% (twenty-five percent) must be independent in accordance with the applicable Law. A Shareholders’ Meeting may designate Alternate Board Members. The Alternate Board Members shall become part of the Board of Directors only in such cases of temporary or permanent absences of the Regular Board Members. The person appointed as Chairman of the Board of Directors shall be designated by the Shareholders’ Meeting; in case of death, resignation or declaration of total disability or absence, without prejudice to the powers of the Shareholders’ Meeting, the Board of Directors shall appoint a Chairman. The person who holds the position of Chairman of the Board, will not hold the office of Chief Executive Officer of the Company. The Shareholders’ Meeting or the Board of Directors shall designate the Secretary, who will not be a Board Member and, if agreed, its Alternate may be elected. The Board Members, Regular or Alternate, shall remain in their position, even if their term has expired or because of their resignation, up until 30 days from such event. In case any of the Board Members is absent, or the appointed one does not take charge of such appointment, and no alternate has been appointed, or such alternate does not take charge of such appointment, the Board of Directors may appoint provisional members, without the intervention of the Shareholders’ Meeting, who shall ratify such appointments or appoint the substitute members in the next Meeting from such event.
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The Alternate Board Members, in the order in which they were appointed, shall substitute the Regular Members; in case the number of Alternate Board Members designated is less than the number of Board Members, each Alternate Board Member shall substitute the Board Member that corresponds according to the designation order of the Alternate Board Members, and once the Alternate Board Members have been appointed, this procedure shall be repeated until designating each Board Member its own Alternate Board Member, under which cases an Alternate Board Member can have that character with respects to one or more Regular Board Members, in the understanding that Alternate Board Members of Regular Board Members who are independent must have that same character. The Regular Board Members can only be substituted in their absences by the Alternate Board Member that corresponds in accordance to the designation.
The independent Board Members and their Alternates must be appointed in accordance with the dispositions of the applicable Law and these by-laws, and those who cease to have such character must notify the Board of Directors in its next Meeting at the latest.
ARTICLE 20. MINORITY RIGHTS IN THE APPOINTMENT OF THE BOARD.- All shareholders owning shares with voting rights, including limited and restricted, who individually or jointly own 10% of the Capital Stock of the Company, shall have the right to appoint and revoke, in the General Shareholders Meeting, a member of the Board of Directors. Such appointment may only be revoked by the other shareholders when all the other appointments of the members are revoked, in which case, the substituted persons may not be appointed with such character during the next twelve months following the date of such revocation. In such case, the minority shareholders must refrain from taking part in the election of the Board referred to by Article 19 of the by-laws, limiting their actions to appointing by majority of votes, a member of the Board of Directors.
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ARTICLE 21. HONORARY CHAIRMAN.- The General Shareholders Meeting may, through a resolution, appoint as Honorary Chairman of the Company a person that deserves such appointment due to his achievements within the Company. The Honorary Chairman must keep confidential the information or matters of the Company that he is aware of, when such information is not of public domain. The Honorary Chairman shall not be subject to the responsibilities established in the applicable law for Board members and Relevant Executives; he shall have voice without vote whenever he attends to the Meetings of the Board of Directors, The Honorary Chairman may not adopt resolutions that transcend in a significant way the administrative, financial, operational or legal situation of the Company or corporate group to which it belongs.
ARTICLE 22. RESTRICTION TO BECOME A BOARD MEMBER.- The following persons cannot be Board Members of the Company: a) Persons with no legal capacity.- b) Persons who, in accordance with the Law, may not engage in commercial transactions; c) Those who, during the twelve months immediately preceding the election, have held a position as external auditors of the Company or any of the companies part of the corporate group; d) Those who have been substituted in their appointment by revocation, in which case they cannot be appointed with such character during the twelve months following the date of revocation; e) Those who have past due obligations with the Company not duly guaranteed; f) Those, including any of their Relatives, who during the fiscal year immediately preceding the election (either with or without interruptions) have held a position in, acted as representatives or attorneys-in-fact in any form of, have been shareholders or have participated (directly or indirectly) in 5% or more of the Capital Stock or assets of, or have rendered services through any form to: persons or entities (either incorporated or not) (except those companies in which CEMEX, S.A.B de C.V. has direct or indirect participation with a minimum of 40% of the Capital Stock) and whose activity is related to the production or distribution of cement or its derivatives (persons or entities includes those that at the same time are shareholders or participate in the management, either directly or indirectly, of the person or entity dedicated to the above mentioned activity, and also those in which the latter is a shareholder or participate in the management, either directly or indirectly), or g) Those who have participated in an act that implicates a violation to the by-laws, Laws and applicable rules. Board members who, after being appointed, are found to be in one of the cases or situations described above, shall have to renounce and shall not be able to perform their functions again, except with a new election and after the restriction has been eliminated.
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ARTICLE 23. BOARD MEETINGS.- The Board of Directors shall gather at least four times during each fiscal year. Meetings of the Board of Directors may be held using electronic, optical or any other technological means, as if such meetings were held in person. Some or all attendees may participate in person or using electronic, optical or any other technological means, and each such meeting shall have the same validity. All the resolutions adopted using electronic, optical or any other technological means will have, for all legal purposes, the same validity as those adopted by the members of the Board gathered in person, provided they are confirmed in writing and signed by all attendees. The Chairman of the Board of Directors and of the Corporate Practices and Audit Committees, as well as 25% (twenty five percent) of the Board Members, can call a Board Meeting and include in the agenda such items as they consider pertinent.
The Company’s external auditor may be called to the Board of Director Meetings, as an invitee with voice but without vote, and shall abstain from being present during the discussion of those items on the agenda in which he has a conflict of interest or that could impair his independence as defined by the Law.
The Meeting shall be considered duly installed with the presence of the majority of the Board Members, who shall make their decisions by an absolute majority of the Board Members there present. Minutes shall be drawn up for each of the Meetings of the Board, which shall contain the topics and items discussed; said minutes must be signed by the Chairman and Secretary who acted as such during said Meeting. The Board may adopt resolutions without a Meeting through the unanimous consent of its members. Such resolutions shall be confirmed in writing.
All information presented to the Board of Directors, whether of the Company or of its controlled entities, shall be signed by the persons responsible for its content and drafting.
ARTICLE 24. FACULTIES OF THE CHAIRMAN OF THE BOARD.– The Chairman of the Board of Directors shall have, except for any modifications, restrictions or additional responsibilities that the General Shareholders’ Meeting or the Law may determine, the following faculties, obligations, attributions, and powers: I.- Execute or procure the execution of the resolutions of the General Shareholders’ Meetings and the Board of Directors, doing anything that is necessary or prudent in order to protect the Company’s interests, without affecting the faculties that the Shareholders’ Meeting, the Board or the Law may confer to the Chief Executive Officer.
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II.- Submit proposals to the Board of Directors regarding the independent directors that shall integrate the Corporate Practices and Audit Committees, as well as the provisional directors that shall be designated by the Board, if necessary.
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III.- Chair the Shareholders’ Meetings and the Board Meetings, having a casting vote in the Board’s Resolutions in the case of a tie. IV.- Prepare, sign and publish the calls for the General Shareholders’ Meetings and summon the Board of Directors’ Meetings. V.- Represent the Company before any type of authority, company or individual. Any absence of the Chairman shall be covered by the Board Member appointed by the Board of Directors.
ARTICLE 25. APPOINTMENT OF THE SECRETARY OF THE BOARD.- In case the Shareholders’ Meeting does not assign it, the Board of Directors shall appoint a Secretary, who may not be a Board Member and who shall be subject to the obligations and responsibilities established by the Law, being this appointment revocable at any time.
ARTICLE 26. DUTIES AND RESPONSIBILITIES OF THE BOARD MEMBERS.- The General Ordinary Shareholders’ Meeting may establish the obligation thatthe Board Members and Secretary of the Board, the Chief Executive Officer and the Relevant Executives referred to by the applicable Law, grant a guarantee to cover the liabilities in which they may incur as a result of the performance of their position.
The Board Members shall perform their duties in a value-creating manner for the benefit of the Company, without favoring a specific shareholder or group of shareholders, and shall therefore act diligently and in good faith by adopting informed decisions; and shall comply with their duty of care and loyalty, abstaining from engaging in illicit acts or activities, as established by the applicable Law.
The liability for breach of these fiduciary duties or for engaging in illicit acts or activities shall consist of indemnifying the Company for the damages and costs suffered, and the responsible individuals shall be removed from their positions as established by applicable Laws.
With respect to liabilities arising from the breach of the duty of care, and only when the relevant acts were not done willfully, in bad faith or are not illegal, indemnities or insurance may be contracted for the Board Members or the Secretary. In no other case may such indemnity or insurance be granted or contracted.
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The right to bring actions based on the breach of the fiduciary duties or on the committing of illicit acts or activities as established by the Law, shall be exclusively on behalf of the Company or of the individual who is controlled by the Company or in which the Company has significant influence, that suffers the economic damage, and may be enforced by the Company, through the resolution previously adopted in the General Extraordinary Shareholders’ Meeting, or by the shareholders who, individually or in group, hold voting shares, including shares with limited or restricted voting rights, that represent 5% or more of the Company’s Capital Stock, with disregard of the fulfillment of the requirements established by the General Corporations Law (Ley General de Sociedades Mercantiles) for suing management for their civil liability. With respect to liability claims brought on behalf of controlled companies or of those where the Company has substantial influence, these shall be independent of other claims that should be brought under the General Corporations Law (Ley General de Sociedades Mercantiles), and if such claims are brought by the Sociedad Anónima Bursátil, the prior approval by the General Extraordinary Shareholders’ Meeting shall be required. In the event that the shares representing the Capital Stock of the Company are placed among the public through credit instruments representing such shares, issued by fiduciary institutions under a trust, the right to bring the liability claim shall correspond to the fiduciary institution and to the holders of such instruments that represent 5% or more of the Company’s Capital Stock.
ARTICLE 27. RESPONSIBILITIES OF THE BOARD.- It is the responsibility of the Board of Directors to:
I.- Establish the general strategies for conducting the Company’s business and other companies controlled by it.
II.- Monitor the managing and handling of the Company and of the other companies controlled by it, considering the importance that the latter have in the financial, administrative and legal situation of the Company, as well as the performance of the Relevant Executives.
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III.- Approve, with the prior opinion of the Audit or Corporate Practices Committees: A) The policies and guidelines for the use of the Company’s assets and the assets of other companies controlled by it, by related parties. B) Each related party transaction that the Company or other companies controlled by it plan to enter into. C) Transactions that are executed, either simultaneously or successively, that may be considered as one single transaction given their characteristics, and that the Company or the companies controlled by it plan to enter into, during a fiscal year, when these are unusual or non-recurrent, or else, when their total value represents, based on numbers corresponding to the end of the immediately preceding quarter in any of the following scenarios: 1. The purchase or sale of assets with a value equal or greater than 5% of the consolidated assets of the Company. 2. The granting of guarantees or the assumption of liabilities for a total sum equal or greater than 5% of the consolidated assets of the Company. Investments in debt securities or financial instruments shall not be covered by this provision whenever these are made in accordance with the policies that for such purpose are issued by the Board of Directors. D) The appointment, election, and, as the case may be, removal of the Chief Executive Officer of the Company, and its compensation, as well as the policies for the appointment and compensation of other Relevant Executives. E) The policies for extending credit or personal guarantees to related parties. F) Waivers granted so that a Board Member, Relevant Executive or any other individual with power to command, can take personal advantage or for third parties of corporate opportunities belonging to the Company or to other companies controlled by it or where the Company has substantial influence. Waivers for transactions with a total value less than what is mentioned in Section C) of this numeral III may be delegated to the Audit and Corporate Practices Committees. G) The guidelines with respect to internal controls and the internal audit of the Company and of the other companies controlled by it. H) The accounting policies of the Company, adjusting them to the accounting principles recognized or issued by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). I) The Company’s financial statements. J) The hiring of the firm that shall render the external audit services and, if applicable, of additional or complementary services.
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IV.- Present to the General Shareholders’ Meeting held after the end of the fiscal year: A) the annual report regarding the activities of the Audit and Corporate Practices Committees. B) The report prepared by the Chief Executive Officer, according to the Law, together with the report of the external auditor. C) The Board of Director’s opinion regarding the content of the Chief Executive Officer’s report mentioned in the preceding section. D) The report mentioned in Article 172, section b) of the General Corporations Law (Ley General de Sociedades Mercantiles), which contains the main accounting and information policies and criteria to be used in preparing the financial information. E) The report on the activities and transactions in which it intervened as required by the applicable Law.
V.- Follow-up on the main risks to which the Company and the other companies controlled by it are exposed, identified based on the information presented to the committees, the Chief Executive Officer and the firm that serves as external auditor, as well as the accounting, internal control and internal audit, registry, archive or information systems of the Company or the other companies controlled by it. This task may be done through the conduit of the Audit and Corporate Practices Committee.
VI.- Approve the policies for information and communication with shareholders and the market, as well as with the Board Members and Relevant Executives, in order to comply with the Law.
VII.- Determine the corresponding course of action in order to correct any irregularities it is aware of and to implement the applicable corrective measures.
VIII.- Establish the terms and conditions to which the Chief Executive Director shall abide in the exercise of its powers of administration.
IX.- Order the Chief Executive Officer to disclose to the public those material events that it has knowledge of.
X.- Manage the businesses and assets of the Company, with full management power, under the terms of Article 2,554 (two thousand five hundred and fifty-four), Second paragraph of the Federal District Civil Code (Código Civil para el Distrito Federal), and its correlative Article 2,448 (two thousand four hundred and forty-eight) of the State of Nuevo Leon.
XI.- Perform the domain over movable and real estate assets of the Company, as well as over their real and personal rights, under the terms of the third paragraph of Article 2,554 (two thousand five hundred and fifty-four) of the Federal District Civil Code (Código Civil para el Distrito Federal) and its correlative article 2,448 (two thousand four hundred and forty- eight) of the Civil Code for the State of Nuevo Leon (Código Civil para el Estado de Nuevo León)
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XII.- Represent the Company before any type of administrative or judicial authorities of the Municipality, State or Country, as well as before the labor authorities or any other authority, or before arbitrators, with a vast power, including those faculties requiring a special clause according to the Law, under the provisions of the first paragraph of Article 2,554 (two thousand five hundred and fifty-four) of the Federal District Civil Code (Código Civil para el Distrito Federal) and its correlative Article 2,448 (two thousand four hundred and forty-eight) of the Civil Code for the State of Nuevo Leon (Código Civil para el Estado de Nuevo León), and file legal suits, complaints and criminal accusations, being also able to act as a civil party in criminal cases, and grant remission, as well as to present Juicios de Amparo and waive the Company’s rights under them; as well as represent the company in trials or labor proceedings before the Federal and Local Boards of Conciliation and Arbitration (Juntas Federales y Locales de Conciliación y Arbitraje), Labor Courts and/or Tribunals of the Federal Judicial Power, State Courts, Federal Centers for Conciliation and Labor Registry (Centros Federales de Conciliación y Registro Laboral), Centers for Conciliation in Labor Matters, the Secretariat of Labor and Social Security (Secretaría del Trabajo y Previsión Social) and all Labor Authorities in general, under the terms and for the broadest purposes of the Federal Labor Law (Ley Federal del Trabajo).
XIII.- Grant and subscribe credit instruments on behalf of the Company, contribute with movable and real estate assets of the Company to other companies, and subscribe shares or take a participation in other companies, with the exception of those restrictions established by the applicable Law.
XIV.- Grant avales, bonds, and generally guarantee, even with mortgage or pledge, third party duties with or without counter benefits, and therefore execute credit instruments contracts and other documents that are necessary for the granting of said guarantees, with the exception of those restrictions established by the applicable Law.
XV.- Monitor compliance with the resolutions of the Shareholders’ Meetings.
XVI.- Grant or deny the authorizations referred to in article 7 of these by-laws.
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XVII.- Any other responsibility established by the Law in accordance with the functions that the Law grants to the Board of Directors and that are not reserved for the General Shareholders’ Meeting.
Approval from the Board of Directors shall not be required for the following transactions, each individually, entered between related parties and the Company or the companies controlled by it, if such transactions adhere to the policies and guidelines approved by the Board of Directors for such purpose: (a) those transactions that, based on their value, are not material to the Company or those companies controlled by it; (b) transactions entered into by the Company and the companies controlled by it or companies where the Company
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has substantial influence or entered by any of latter, whenever such transactions are part of the Company’s business scope or are considered made at market prices or supported on valuations made by external specialized firms; and (c) transactions with employees, whenever these are entered under the same conditions as with other clients or as a result of the rendering of general professional services.
The Board of Directors may only delegate its faculties under numerals X, XI, XII, XIII, and XIV above, and the attorneys-in-fact to whom they delegate those faculties are hereby duly authorized to delegate once more the faculties that have been delegated to them; with respect to section F) of numeral III, delegation shall be made as established therein, all other faculties correspond exclusively to the Board of Directors.
ARTICLE 28. CHIEF EXECUTIVE OFFICER.- The management, direction and execution of the business of Company and of the companies controlled by it shall be the responsibility of the Chief Executive Officer, who shall abide to the strategies, policies and guidelines approved by the Board of Directors.
The Chief Executive Officer shall have the signature of the Company, and shall have the following faculties, duties and obligations: I.- Represent the Company with general powers for act of administration, to manage the businesses and corporate assets with the ampleness of the second paragraph of Article 2554 of the Federal District Civil Code (Código Civil para el Distrito Federal) and its correlative Articles in the Civil Codes of any and all States of the Republic of Mexico, and Article 10 of the General Corporations Law (Ley General de Sociedades Mercantiles). II.- Represent the Company with general power for lawsuits and collections, with all the general and special powers requiring special power or clause, without any limitation whatsoever, with the ampleness of the first paragraph of Article 2554 and 2587 of the Federal District Civil Code (Código Civil para el Distrito Federal), and its correlative Articles in the Civil Codes of any and all States of the Republic of Mexico, as well as the power to represent the Company in labor disputes, with the attributions, obligations and rights prescribed in the Federal Employment Law (Ley Federal del Trabajo). III.- Execute acts of domain over the corporate assets, as well as over their personal and real rights, whether movable or real estate assets pursuant to the terms of the third paragraph of Article 2554 of the Federal District Civil Code (Código Civil para el Distrito Federal) and the correlative Article 2448 of the State of Nuevo Leon.
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IV.- Represent the company in trials or labor proceedings before the Federal and Local Boards of Conciliation and Arbitration (Juntas Federales y Locales de Conciliación y Arbitraje), Labor Courts and/or Tribunals of the Federal Judicial Power, State Courts, Federal Centers for Conciliation and Labor Registry (Centros Federales de Conciliación y Registro Laboral), Centers for Conciliation in Labor Matters, the Secretariat of Labor and Social Security (Secretaría del Trabajo y Previsión Social) and all Labor Authorities in general, under the terms and for the broadest purposes of the Federal Labor Law (Ley Federal del Trabajo). V.- Exercise the voting rights of those shares issued by those subsidiaries owned by the Company, complying with the Law.
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VI.- Organize, manage and direct the personnel and the assets and businesses of the Company as instructed by the Board and to collect and make payments. VII.- Enter into agreements, execute credit instruments that are to be issued, accepted, endorsed or guaranteed, and all other documents related to his attributions, and execute those acts that are required for the ordinary course of business whenever they abide to the policies and guidelines that are approved by the Board of Directors for such purposes. VIII.- Designate the Relevant Executives that shall assist him in the exercise of his functions and due fulfillment of his obligations, as well as any other employees he deems convenient. IX.- Grant and revoke general and special powers, as well as to delegate, all or part of his faculties, including the power to authorize the attorney-in-fact to whom he delegated Powers so that the latter can likewise delegate the faculties he deems convenient, including such power of delegation. X.- All other faculties, obligations and responsibilities established by the Law and that are not reserved to the General Shareholders’ Meeting or to the Board of Directors. The Board of Directors may broaden or restrict the faculties of the Chief Executive Officer.
The Chief Executive Officer and Relevant Executives shall conduct their positions in a manner that looks after the creation of value for the Company, without favoring a specific shareholder or group of shareholders. For this purpose they shall act with due diligence, making informed decisions and complying with the duties imposed by the Law or these by- laws. The Chief Executive Officer and the Relevant Executives shall be responsible for damages and losses caused to the Company or to other companies controlled by it, as determined by the Law.
With respect to liabilities arising from the breach of the duty of care, and only when the relevant acts were not done willfully, in bad faith or are not illegal, indemnities or insurance may be contracted for the Chief Executive Officer and the Relevant Executives. In no other case may such indemnity or insurance be granted or contracted.
ARTICLE 29. MANAGING POSITIONS.- The Chief Executive Officer may appoint and remove the Relevant Executives of the Company and of the entities that together with the Company form the Business Group, and set their integral compensation, in accordance with the policies agreed by the Board of Directors. The Chief Executive Officer may delegate the powers granted to him to the Relevant Executives empowering them to delegate their powers as well. The Relevant Executives shall report directly to the Chief Executive Officer, who shall distribute among them the various roles that they are taking, the Relevant Executives will have the authorities granted to them in the corresponding powers of attorney.
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ARTICLE 30. FACULTIES OF THE SECRETARY OF THE BOARD.- The Board may designate, among its Members, one or more delegates for executing specific acts. The Secretary of the Board of Directors shall have the following faculties, obligations and attributions:
A).- Draft, sign and publish the calls and notifications for the Shareholders’ Meetings, and if applicable, call the Meetings of the Board of Directors and of the Corporate Practices and Audit Committees.
B).- Participate with voice, but without vote, in the Board of Director Meetings.
C).- Maintain the confidentiality of the information and issues that he becomes aware of as part of his position in the Company, when such information and issues are not deemed public.
D).- Attend all of the General Shareholders’ Meetings and Board of Director Meetings, draft and sign the corresponding minutes, and keep the Minute Books of the General Shareholders’ Meetings and Board of Director Meetings as established by Law.
E).- Sign the minutes prepared in such Meetings, as well as authenticate such acts or resolutions contained in such minutes for all applicable legal effects.
F).- Act as the special designated representative of the Company to appear before a notary public and obtain the complete or partial protocolization of the minutes prepared at the General Shareholders’ Meetings and the Board of Director Meetings.
G).- Issue any required proofs or authentications of the legal representation of the Company and of records inserted in the Shareholder Ledger.
ARTICLE 31. COMMITTEES.- To fulfill its responsibilities, the Board of Directors shall be assisted by the Audit and Corporate Practices Committees, which shall be only comprised of independent directors and at least with three of such directors as appointed by the General Shareholders’ Meeting or by the Board of Directors, as per the proposal made by the Chairman of such Board.
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The Board of Directors may establish one or more additional committees to assist it in the performance of its functions. Any such committees shall be conformed by a minimum of three members of the Board of Directors appointed by the Ordinary General Shareholders Meeting or by the Board of Directors, at the proposal of the chairman of said corporate body. The Board of Directors shall determine the powers, obligations, authority and operation of said committees.
The committees’ meetings may be held using electronic, optical or any other technological means, as if such meetings were held in person. Some or all attendees may participate in person or using electronic, optical or any other technological means, and each such meeting shall have the same validity. All the resolutions adopted using electronic, optical or any other technological means will have, for all legal purposes, the same validity as those adopted by the members of the committee gathered in person, provided they are confirmed in writing and signed by all attendees.
The Chairman of the Audit and Corporate Practices Committees shall be appointed and removed from office exclusively by the General Shareholders’ Meeting, and shall not be able to chair the Board of Directors. The Secretary of the Board of Directors shall also be the Secretary of the Audit and Corporate Practices Committees, but he shall not be a member of such Committees.
The Chairmen of the Audit and Corporate Practices Committees may call Board of Director Meetings and insert in the agenda the items they deem pertinent.
With respect to corporate practices, the Committee shall: (a) Provide its opinion to the Board of Directors with respect to those issues that are relevant to it, as provided by the Law. (b) Request opinions from independent experts whenever it deems it necessary for the efficient performance of its duties o whenever required by Law; (c) Call General Shareholders’ Meetings and insert in such Meetings’ agendas those items that it deems pertinent. (d) Assist the Board of Directors in preparing the reports referenced in Article 28, section IV, letters d) and e) of the Mexican Securities Market Law. (e) Perform all other duties established by the Law or in these by-laws.
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With respect to audit matters, the Committee shall: (a) Provide its opinion to the Board of Directors with respect to those issues that are relevant to it, as provided by the Law. (b) Evaluate the performance of the firm that renders the external audit services, as well as analyze the report, opinions or notices prepared and issued by the external auditor; to this effect, the Committee may request the external auditor’s presence whenever it deems it convenient, in addition to its duty to meet with the external auditor at least once a year. (c) Discuss the Company’s financial statements with the persons involved in their preparation and revision, and based on this, recommend the Board of Directors to approve or disapprove the financial statements. (d) Inform the Board of Directors about the condition of the internal control and internal audit systems of the Company and the companies controlled by it, including any irregularities that it detects, if so is the case. (e) Prepare the opinion referenced in Article 28, section IV, letter c) of the Mexican Securities Market Law and submit it to the Board of Director’s consideration, for its later presentation to the Shareholders’ Meeting, aiding itself with, among other things, the report of the external auditor; such opinion shall indicate, at the least: 1.- Whether the policies and accounting and information criteria followed by the Company are adequate and sufficient
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based on the particular circumstances of the Company. 2.- Whether such policies and criteria have been consistently applied to the information presented by the Chief Executive Officer. 3.- Whether, as the result of numbers 1. and 2. above, the information presented by the Chief Executive Officer reasonably reflects the financial results and condition of the Company. (f) Assist the Board of Directors in the preparation of the reports referenced in Article 28, section IV, letters d) and e) of the Mexican Securities Market Law. (g) Supervise that the transactions referenced in Articles 28, section III and 47 of the Mexican Securities Market Law are conducted in compliance with the Law and with the policies issued as per such legal dispositions. (h) Request opinions from independent experts whenever it deems it necessary for the efficient performance of its duties o whenever required by Law. (i) Request from the Relevant Executives and any other employees of the Company or other companies controlled by it, any reports related to the preparation of financial information or any other report that he deems necessary for performing its duties. (j) Investigate possible non-compliance that he is aware of, with the operations, guidelines and policies, internal control, internal audit and accounting record systems, whether by the Company or any other company controlled by it; to this effect, it shall conduct the examination of the documents, files and any other evidence, to the extent this is necessary to perform such surveillance. (k) Receive any observations made by the Shareholders, Directors, Relevant Executives, employees, and any other third party, with respect to the matters described in letter (j) above, and take any action that, under its judgment, may be taken as a result of such observations. (l) Request periodic meetings with the Relevant Executives, as well as the submittal of information related to the internal control and internal audit of the Company or other companies controlled by it. (m) Inform the Board of Directors of any material irregularities it detects during the performance of its duties and, if applicable, of the corrective actions adopted or suggest such actions that must be adopted. (n) Call Shareholder Meetings and request the inclusion in the agenda of those items that it deems pertinent. (o) Monitor that the Chief Executive Officer performs the resolutions adopted at the Shareholders’ Meetings and the Board of Director Meetings, based on the instructions that, for such purposes, are dictated by such Meetings. (p) Monitor the establishment of mechanisms and internal controls that allow verifying that acts and transactions of the Company and other companies controlled by it are in compliance with the applicable Law, as well as implement methods that enable reviewing compliance of the aforementioned duties. (q) Perform all other duties established by the Law or in these by- laws pursuant to the responsibilities provided herein.
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The annual report on the Audit and Corporate Practices Committees’ activities shall be prepared by the Chairmen of such Committees and presented to the Board of Directors.
The Audit and Corporate Practices Committees shall gather as many times as necessary, having the right to call such meetings the Chairman of the Board of Directors, 25% of the Board Members, the Chief Executive Officer, or the Chairman of such Committee. The decisions shall be made by majority of votes, having the Chairman a deciding vote in case of a tie; and it shall require the attendance of the majority of its members in order to have a valid meeting. The Alternates of those Directors members of the Audit and Corporate Practices Committee, shall also have the same position regarding the integration of this Committee.
In those Committee meetings where the Chairman and/or Secretary were absent, the attending members shall appoint among them, by majority vote, those who shall act as Chairman and Secretary for that particular meeting.
The Committees shall keep a minute book of their meetings, where the minutes of every meeting shall be kept with the signature of whoever acted as Chairman and Secretary.
One single Committee may perform the functions of both, the Audit and the Corporate Practices Committees.
ARTICLE 32. COMPENSATION OF THE BOARD.- The Members of the Board of Directors and their Alternates, as well as the members of the Audit and Corporate Practices Committees, and other committees as auxiliary bodies of the Board of Directors, shall be remunerated for their services in the amounts determined by the General Shareholders’ Meeting.
ARTICLE 33. SURVEILANCE OF THE COMPANY.- The surveillance of the management and execution of the Company’s business shall be the responsibility of the Board of Directors, through the Audit and Corporate Practices Committee, as well as through the firm performing the external audit of the Company, each within the scope of their attributions.
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The Audit and Corporate Practices Committee, and the firm performing the external audit of the Company, shall perform those activities in accordance with the duties that the applicable Law imposes on them.
ARTICLE 34. FISCAL YEARS.- The fiscal years shall have a duration of one (1) calendar year, starting from January 1st (first) through December 31 (thirty-first).
ARTICLE 35. USE OF NET PROFITS.- The net profits that are obtained annually shall be applied in the following order: 1.- An amount equal to 5% (five per cent) shall be set apart to form a fund for the Legal Reserve until such point as such Reserve amounts at least 20% (twenty per cent) of the Capital Stock. When for any circumstances the Legal Reserve is reduced, it shall be reconstituted in the form mentioned in this sub paragraph. 2.- An amount that the Shareholders’ Meeting deems appropriate shall be set apart to create special reserve or prevention funds. 3.- The remaining portion shall be distributed among the shareholders in proportion to the number of shares they own, corresponding an equal part to each share, except for the provisions contained in the Law or in the Shareholders’ Meeting approving their issuance, in the case of shares representing a special class. The payment of dividends shall be made in accordance with the Law.
ARTICLE 36. FOUNDERS.- The Founders shall not reserve for themselves any special participation in the profits of the Company.
ARTICLE 37. LOSSES ALLOCATION.- Should there be any losses, they shall be allocated among the shareholders in proportion to their representation and up to the value of their respective shares, in accordance with the proportion that they represent from the paid and subscribed Capital Stock.
ARTICLE 38. DISSOLUTION OF THE COMPANY.- The Company shall be dissolved prior to its scheduled termination in the events described in subparagraphs II (second), III (third), IV (fourth) and V (fifth) of Article 229 (two hundred and twenty-nine) of the General Corporations Law (Ley General de Sociedades Mercantiles).
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ARTICLE 39. LIQUIDATORS.- Once the Company has been dissolved, the Shareholders’ Meeting, shall designate three liquidators by majority of votes. The Shareholders’ Meeting shall establish the term within which said liquidators must complete their duties and shall set the compensation that they shall receive.
ARTICLE 40. BASES FOR LIQUIDATION.- The liquidators shall pass their resolutions by a majority of votes. The liquidation shall be made in accordance with the following bases: I.- Conclude all pending business in the manner best deemed appropriate by the liquidators. II.- The liquidators shall collect the credits, pay the debts and transfer the ownership of the assets of the Company as deemed necessary for such purpose. III.- The liquid assets that result from the final balance sheet to be produced by the liquidators, approved by the Shareholders’ Meeting, shall be distributed among the shareholders, either by distribution in kind or selling them and distributing the product of the sale or executing on them any other transaction approved by the General Shareholders’ Meeting, without harming any rights corresponding to special classes of shares, if any. The distribution of the liquid assets shall be made in proportion to the amount of issued Capital Stock, without affecting the preferential rights that correspond to special classes of shares.
ARTICLE 41. LIQUIDATION OF THE COMPANY.- The General Shareholders’ Meeting shall have, during the term of liquidation, the necessary powers to determine the rules that, in addition and amendment to the rules set forth in this public deed, shall govern the acts of the liquidators, having the power to revoke their designation and appoint new liquidators. The Shareholders’ Meeting shall be called during the liquidation by any of the liquidators.
ARTICLE 42. CANCELLATION OF LISTING ON THE NATIONAL REGISTER OF SECURITIES.- In the event that the Company requests the cancellation of the listing of its shares on the Securities Section of the National Register of Securities, the prior approval of the General Extraordinary Shareholders’ Meeting, with the favorable vote of the shares, with or without voting rights, that represent 95% of the Company’s Capital Stock, shall be required. It shall also be necessary to make a public tender offer, which shall be made at the price, terms and conditions established by the Law or determined by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) through its regulations.
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The Company shall create a trust, for a period of at least six month as of the date of such cancellation, with enough funds to purchase, at the same offered price, the shares of those investors who did not tender at such offer.
The Board of Directors shall inform to investors and the public, through the stock exchanges where the Company’s securities are traded and in compliance with the conditions established by such stock exchanges, its opinion with respect to the price of the offer.
Transitory Article 1.- Individuals or corporations that, as of April 25, 2002, date in which the General Extraordinary Shareholders’ Meeting approved the amendment to several Articles of the by-laws of CEMEX, S.A. de C.V., are covered by the amendments to Articles 7 or 10, shall have 6 (six) months, starting the date such Meeting was held, to comply with the authorizations, notifications and other formalities referred to in such amended Articles 7 and 10, not being able to exercise the rights inherent to such shares until such formalities are not strictly complied with.
Transitory Article 2.- For all applicable legal effects, the amendments to the various Articles of the by-laws of CEMEX, S.A. de C.V., approved in the General Extraordinary Shareholders’ Meeting held on April 27, 2006, are subject to the condition that the new Mexican Securities Market Law (Ley del Mercado de Valores) published in the Mexican Federal Official Gazette on December 30, 2005, enters into force as per the condition described in such new Law, a publication of the amended and restated by-laws shall be made.
Transitory Article 3.- For the corresponding legal purposes, any mention of “signature” or “signatures” in these by-laws refers to signatures in the manner, form and method established by Mexican law in effect applicable in each case.
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Exhibit 1.2
Contents
On March 26, 2025, Cemex, S.A.B. de C.V. (“Cemex” or the “Company”) informed the Mexican Stock Exchange (Bolsa Mexicana de Valores) about the resolutions adopted at Cemex’s Ordinary General Shareholders’ Meeting that was held on March 25, 2025.
The following is an unofficial English translation of the information that was provided to the Mexican Stock Exchange. In the event of any discrepancy between the English translation and the Spanish version of the information provided to the Mexican Stock Exchange, the Spanish version shall prevail:
Summary of the resolutions adopted at the Ordinary General Shareholders’ Meeting held pursuant to article 181 of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles), where 42,864´549,735 (forty-two billion, eight hundred sixty-four million, five hundred forty-nine thousand, seven hundred thirty-five) shares, which are equal to 98.48% (ninety-eight point forty-eight percent) of the 43,524’984,744 (forty-three billion, five hundred twenty-four million, nine hundred eighty-four thousand, seven hundred forty-four) shares with voting rights that constitute the capital stock of the Company, were represented.
In relation to the First Item on the Agenda, by majority vote in favor and with the opposing vote of 16´843,723 (sixteen million, eight hundred forty-three thousand, seven hundred twenty-three) shares which represent 0.04% (zero point zero four percent) of the votes present, the following Resolution was adopted:
FIRST: The following is approved:
a) The Chief Executive Officer’s Report regarding the Company’s performance during fiscal year 2024; the Company’s Statement of Financial Position, Income Statement, Cash Flow Statement, and Statement of Changes in Capital, for fiscal year 2024, together with their complementary notes; the Board of Directors’ Report on the transactions and activities in which it intervened during fiscal year 2024; the Company’s Board of Directors’ Audit Committee’s Report, Corporate Practices and Finance Committee’s Report, and Sustainability, Climate Action, Social Impact and Diversity Committee’s Report; the Report containing the main Accounting Policies and Guidelines followed in the preparation of financial information, as well as the Report on the Company’s Tax Situation; and
b) The ratification of all acts and actions carried out by the Chief Executive Officer, the Board of Directors, and the Audit, Corporate Practices and Finance, and Sustainability, Climate Action, Social Impact and Diversity Committees of the Board of Directors.
In relation to the Second Item on the Agenda, by majority vote in favor and with the opposing vote of 11´531,545 (eleven million, five hundred thirty-one thousand, five hundred forty-five) shares which represent 0.03% (zero point zero three percent) of the votes present, the following Resolution was adopted:
SECOND: The following is approved:
a) The allocation of profits for the year ended December 31, 2024, including the declaration of a cash dividend, in the following terms:
| (amounts in constant millions of Mexican pesos as of December 31, 2023)
|
||||
| Initial Retained Earnings: |
$ | 69,627 | ||
| Declared Dividends in 2024 |
$ | (2,027 | ) | |
| Fiscal Year 2024 Earnings: |
$ | 17,003 | ||
|
|
|
|||
| Earnings Subject to Distribution: |
$ | 84,603 | ||
| Dividend: |
$ |
(2,666 |
)* |
|
|
|
|
|||
| Remaining Retained Earnings: |
$ | 81,937 | ||
| * | Considering USD $130 million at an exchange rate of MXN $20.5103 per USD $1.00 as of December 31, 2024. This amount will be adjusted to the exchange rate available two business days prior to the payment dates. |
The allocation of profits includes the declaration of a cash dividend of USD $130,000,000.00 (one hundred and thirty million U.S. dollars 00/100) payable in Mexican pesos at the exchange rate determined by the Mexican Central Bank (Banco de México) two business days prior to each payment date, for all of the released shares that make up the capital stock on each payment date. The dividend will be paid in four equal installments in USD. The first installment should be paid starting on June 18, 2025 for coupon 155; the second installment should be paid starting on September 18, 2025 for coupon 156; the third installment should be paid starting on December 16, 2024 for coupon 157; and the fourth and last installment should be paid starting on March 12, 2026 for coupon 158.
b) Mr. Rogelio Zambrano Lozano, Mr. Jaime Muguiro Domínguez, Mr. José Antonio González Flores, Mr. Roger Saldaña Madero, and Mr. Guillermo Francisco Hernández Morales are authorized for any of them to present the notices and make the publications required for the declaration and payment of the approved dividend, as well as to determine and update the exchange rate that is applicable for each dividend installment
In relation to the Third Item on the Agenda, by majority vote in favor and with the opposing vote of 15´201,334 (fifteen million, two hundred one thousand, three hundred thirty-four) shares which represent 0.04% (zero point zero four percent) of the votes present, the following Resolution was adopted:
THIRD: The following is approved:
| a) | To set the amount of USD $500,000,000.00 (five hundred million U.S. dollars 00/100) or its equivalent in Mexican pesos, as the maximum amount of resources that during fiscal year 2025, and until the next ordinary general shareholder’s meeting is held, Cemex, S.A.B. de C.V. may use for the acquisition of its own shares or securities that represent such shares; and |
| b) | Authorize the Company’s Board of Directors to i) determine the bases on which the acquisition and placement, as may be the case, of said shares shall be instructed; ii) designate the persons that shall make the decisions to acquire or place any such shares or securities; and iii) appoint those responsible for carrying out the transactions and giving the corresponding notices to the authorities. The Board of Directors and/or attorneys-in-fact or delegates appointed at the time, or the persons responsible for such transactions, shall determine in each case, whether the purchase shall be carried out with a charge to stockholders’ equity as long as the shares belong to the Company, or charged to the capital stock, in case it is resolved to convert them into unsubscribed shares to be kept in treasury. |
In relation to the Fourth Item on the Agenda, by majority vote in favor and with the opposing vote stated in each case and the percentage each represents of the votes present, the following Resolutions were adopted:
FOURTH: The following are designated on an individual basis as members of Cemex, S.A.B. de C.V.’s Board of Directors:
| Board Member |
Type of Board Member |
Votes Against |
||
| ROGELIO ZAMBRANO LOZANO | Non-Independent Director (Criteria: Relevant Executive of the Company) |
497´881,330 (four hundred ninety-seven million, eight hundred eighty-one thousand, three hundred thirty) which represent 1.16% (one point sixteen percent) of the votes present | ||
| ARMANDO J. GARCÍA SEGOVIA | Independent Director | 563´498,073 (five hundred sixty-three million, four hundred ninety-eight thousand, seventy- three) which represent 1.31% (one point thirty-one percent) of the votes present | ||
| RODOLFO GARCÍA MURIEL | Independent Director | 931´822,750 (nine hundred thirty-one million, eight hundred twenty-two thousand, seven hundred fifty) which represent 2.17% (two point seventeen percent) of the votes present | ||
2
| FRANCISCO JAVIER FERNÁNDEZ CARBAJAL | Independent Director | 926´979,203 (nine hundred twenty-six million, nine hundred seventy-nine thousand, two hundred three) which represent 2.16% (two point sixteen percent) of the votes present | ||
| DAVID MARTÍNEZ GUZMÁN | Independent Director | 190´874,689 (one hundred ninety million, eight hundred seventy-four thousand, six hundred eighty-nine) which represent 0.45% (zero point forty-five percent) of the votes present | ||
| EVERARDO ELIZONDO ALMAGUER | Independent Director | 378´802,821 (three hundred seventy-eight million, eight hundred two thousand, eight hundred twenty-one) which represent 0.88% (zero point eighty-eight percent) of the votes present | ||
| MARCELO ZAMBRANO LOZANO | Non-Independent Director (Criteria: First degree blood relative of the Chairman of the Board of Directors) |
278´287,928 (two hundred seventy-eight million, two hundred eighty-seven thousand, nine hundred twenty-eight) which represent 0.65% (zero point sixty-five percent) of the votes present | ||
| RAMIRO GERARDO VILLARREAL MORALES | Independent Director | 404´350,695 (four hundred four million, three hundred fifty thousand, six hundred ninety- five) which represent 0.94% (zero point ninety-four percent) of the votes present | ||
| GABRIEL JARAMILLO SANINT | Independent Director | 313´852,471 (three hundred thirteen million, eight hundred fifty-two thousand, four hundred seventy-one) which represent 0.73% (zero point seventy-three percent) of the votes present | ||
| ISABEL MARÍA AGUILERA NAVARRO | Independent Director | 109´193,284 (one hundred nine million, one hundred ninety-three thousand, two hundred eighty-four) which represent 0.25% (zero point twenty-five percent) of the votes present | ||
3
| MARÍA DE LOURDES MELGAR PALACIOS | Independent Director | 108´562,784 (one hundred eight million, five hundred sixty-two thousand, seven hundred eighty-four) which represent 0.25% (zero point twenty-five percent) of the votes present | ||
| ISAURO ALFARO ALVAREZ | Independent Director | 266´735,657 (two hundred sixty-six million, seven hundred thirty-five thousand, six hundred fifty-seven) which represent 0.62% (zero point sixty-two percent) of the votes present | ||
Based on the aforementioned criteria and the information provided by each such proposed person, it was determined that no Director designated as Independent meets any of the conditions set forth in article 26 of the Mexican Securities Market Law (Ley del Mercado de Valores).
It was approved that the Directors are exempt from granting surety.
FIFTH: The appointment on an individual basis of each of the following persons, as Chairman, Secretary and Alternate Secretary of Cemex, S.A.B. de C.V.’s Board of Directors is approved, respectively, the latter two without being Directors:
| Position |
Votes Against |
|||
| ROGELIO ZAMBRANO LOZANO | Chairman | 497´881,330 (four hundred ninety-seven million, eight hundred eighty-one thousand, three hundred thirty) which represent 1.16% (one point sixteen percent) of the votes present | ||
| ROGER SALDAÑA MADERO | Secretary | 11´579,198 (eleven million, five hundred seventy-nine thousand, one hundred ninety- eight) which represent 0.03% (zero point zero three percent) of the votes present | ||
| GUILLERMO FRANCISCO HERNÁNDEZ MORALES | Alternate Secretary | 6´745,022 (six million, seven hundred forty- five thousand, twenty-two) which represent 0.02% (zero point zero two percent) of the votes present | ||
In relation to the Fifth Item on the Agenda, by majority vote in favor and with the opposing vote stated in each case and the percentage each represents of the votes present, the following Resolutions were adopted:
SIXTH: The appointment on an individual basis of each of the following persons as members of the Audit Committee of Cemex’s Board of Directors is approved:
4
| Board Member |
Votes Against |
|
| RAMIRO GERARDO VILLARREAL MORALES | 299´299,905 (two hundred ninety-nine million, two hundred ninety-nine thousand, nine hundred five) which represent 0.70% (zero point seventy percent) of the votes present | |
| EVERARDO ELIZONDO ALMAGUER | 279´558,431 (two hundred seventy-nine million, five hundred fifty-eight thousand, four hundred thirty-one) which represent 0.65% (zero point sixty-five percent) of the votes present | |
| GABRIEL JARAMILLO SANINT | 272´782,261 (two hundred seventy-two million, seven hundred eighty-two thousand, two hundred sixty-one) which represent 0.64% (zero point sixty-four percent) of the votes present | |
SEVENTH: The appointment on an individual basis of each of the following persons as President, Secretary and Alternate Secretary of the Audit Committee of Cemex’s Board of Directors is approved, respectively, the latter two without being members of such Committee:
| Position |
Votes Against |
|||
| RAMIRO GERARDO VILLARREAL MORALES | President | 299´299,905 (two hundred ninety-nine million, two hundred ninety-nine thousand, nine hundred five) which represent 0.70% (zero point seventy percent) of the votes present | ||
| ROGER SALDAÑA MADERO | Secretary | 47´332,217 (forty-seven million, three hundred thirty-two thousand, two hundred seventeen) which represent 0.11% (zero point eleven percent) of the votes present | ||
| GUILLERMO FRANCISCO HERNÁNDEZ MORALES | Alternate Secretary | 42´498,801 (forty-two million, four hundred ninety-eight thousand, eight hundred one) which represent 0.10% (zero point ten percent) of the votes present | ||
In relation to the Sixth Item on the Agenda, by majority vote in favor and with the opposing vote stated in each case and the percentage each represents of the votes present, the following Resolutions were adopted:
EIGHTH: The appointment on an individual basis of each of the following persons as members of the Corporate Practices and Finance Committee of Cemex’s Board of Directors is approved:
| Board Member |
Votes Against |
|
| FRANCISCO JAVIER FERNÁNDEZ CARBAJAL | 568´670,622 (five hundred sixty-eight million, six hundred seventy thousand, six hundred twenty-two) which represent 1.33% (one point thirty-three percent) of the votes present | |
| RODOLFO GARCÍA MURIEL | 579´127,202 (five hundred seventy-nine million, one hundred twenty- seven thousand, two hundred two) which represent 1.35% (one point thirty-five percent) of the votes present | |
| ISAURO ALFARO ALVAREZ | 187´251,304 (one hundred eighty-seven million, two hundred fifty-one thousand, three hundred four) which represent 0.44% (zero point forty- four percent) of the votes present | |
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NINTH: The appointment on an individual basis of each of the following persons as President, Secretary and Alternate Secretary of the Corporate Practices and Finance Committee of Cemex’s Board of Directors is approved, respectively, the latter two without being members of such Committee:
| Position |
Votes Against |
|||
| FRANCISCO JAVIER FERNÁNDEZ CARBAJAL | President | 568´670,622 (five hundred sixty-eight million, six hundred seventy thousand, six hundred twenty-two) which represent 1.33% (one point thirty-three percent) of the votes present | ||
| ROGER SALDAÑA MADERO | Secretary | 11´492,398 eleven million, four hundred ninety-two thousand, three hundred ninety- eight) which represent 0.03% (zero point zero three percent) of the votes present | ||
| GUILLERMO FRANCISCO HERNÁNDEZ MORALES | Alternate Secretary | 15´719,852 (fifteen million, seven hundred nineteen thousand, eight hundred fifty-two) which represent 0.04% (zero point zero four percent) of the votes present | ||
In relation to the Seventh Item on the Agenda, by majority vote in favor and with the opposing vote stated in each case and the percentage each represents of the votes present, the following Resolutions were adopted:
TENTH: The appointment on an individual basis of each of the following persons as members of the Sustainability, Climate Action, Social Impact and Diversity Committee of Cemex’s Board of Directors is approved:
| Board Member |
Votes Against |
|
| ARMANDO J. GARCÍA SEGOVIA | 380´485,251 (three hundred eighty million, four hundred eighty-five thousand, two hundred fifty-one) which represent 0.89% (zero point eighty-nine percent) of the votes present | |
| MARCELO ZAMBRANO LOZANO | 213´140,545 (two hundred thirteen million, one hundred forty thousand, five hundred forty-five) which represent 0.05% (zero point fifty percent) of the votes present | |
| ISABEL MARÍA AGUILERA NAVARRO | 62´650,442 (sixty-two million, six hundred fifty thousand, four hundred forty-two) which represent 0.15% (zero point fifteen percent) of the votes present | |
| MARÍA DE LOURDES MELGAR PALACIOS | 61´868,472 (sixty-one million, eight hundred sixty-eight thousand, four hundred seventy-two) which represent 0.14% (zero point fourteen percent) of the votes present | |
6
ELEVENTH: The appointment on an individual basis of each of the following persons as President, Secretary and Alternate Secretary of the Sustainability, Climate Action, Social Impact and Diversity Committee of Cemex’s Board of Directors is approved, respectively, the latter two without being members of such Committee:
| Position |
Votes Against |
|||
| ARMANDO J. GARCÍA SEGOVIA | President | 380´485,251 (three hundred eighty million, four hundred eighty-five thousand, two hundred fifty-one) which represent 0.89% (zero point eighty-nine percent) of the votes present | ||
| ROGER SALDAÑA MADERO | Secretary | 12´787,748 (twelve million, seven hundred eighty-seven thousand, seven hundred forty- eight) which represent 0.03% (zero point zero three percent) of the votes present | ||
| GUILLERMO FRANCISCO HERNÁNDEZ MORALES | Alternate Secretary | 17´100,192 (seventeen million, one hundred thousand, one hundred ninety-two) which represent 0.04% (zero point zero four percent) of the votes present | ||
In relation to the Eighth Item on the Agenda, by majority vote in favor and with the opposing vote of 6´135,090 (six million, one hundred thirty-five thousand, ninety) shares which represent 0.01% (zero point zero one percent) of the votes present, the following Resolution was adopted:
TWELFTH: Considering that the accumulated inflation in Mexico was 4.21% (four point twenty-one percent), it is approved that the compensation to be paid for attending the meetings of Cemex’s Board of Directors and its Committees for the period 2025-2026 shall be increased by a similar percentage, to be, in a gross amount and before taxes, in the amount of MXN $566,000.00 (five hundred sixty-six thousand Mexican pesos 00/100) for each of the Directors per Board of Directors meeting attended, and in the amount of MXN $136,000.00 (one hundred thirty-six thousand Mexican pesos 00/100) for each of the members of the Audit, Corporate Practices and Finance, and Sustainability, Climate Action, Social Impact, and Diversity Committees of the Board of Directors per each Committee meeting attended. The members of the committees created by the Board of Directors will receive at most the same compensation as the members of the Audit, Corporate Practices and Finance and Sustainability, Corporate Practices and Finance, and Sustainability, Climate Action, Social Impact, and Diversity Committees of the Board of Directors.
In relation to the Ninth Item on the Agenda, by majority vote in favor and with the opposing vote of 2´625,120 (two million, six hundred twenty-five thousand, one hundred twenty) shares which represent 0.01% (zero point zero one percent) of the votes present, the following Resolution was adopted:
THIRTEENTH: MR. ROGELIO ZAMBRANO LOZANO, MR. JAIME MUGUIRO DOMÍNGUEZ, MR. ROGER SALDAÑA MADERO, and MR. GUILLERMO FRANCISCO HERNÁNDEZ MORALES are appointed to appear, jointly or separately, before a Notary Public of their choice to record the minutes of this Shareholders Meeting, to formalize and execute, in due time, the Resolutions adopted and cause their registration in the corresponding Public Registry of Commerce (Registro Público de Comercio), if necessary.
7
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Cemex, S.A.B. de C.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cemex, S.A.B. de C.V. |
| (Registrant) |
| Date: March 26, 2025 | By: | /s/ Rafael Garza Lozano | ||
| Name: | Rafael Garza Lozano | |||
| Title: | Chief Comptroller | |||
8
Exhibit 1.3
Contents
On March 26, 2025, Cemex, S.A.B. de C.V. (“Cemex” or the “Company”) informed the Mexican Stock Exchange (Bolsa Mexicana de Valores) about the resolutions adopted at Cemex’s Extraordinary General Shareholders’ Meeting that was held on March 25, 2025.
The following is an unofficial English translation of the information that was provided to the Mexican Stock Exchange. In the event of any discrepancy between the English translation and the Spanish version of the information provided to the Mexican Stock Exchange, the Spanish version shall prevail:
Summary of the resolutions adopted at the Extraordinary General Shareholders’ Meeting that was held, where 42,864´549,735 (forty-two billion, eight hundred sixty-four million, five hundred forty-nine thousand, seven hundred thirty-five) shares, which are equal to 98.48% (ninety-eight point forty-eight percent) of the 43,524’984,744 (forty-three billion, five hundred twenty-four million, nine hundred eighty-four thousand, seven hundred forty-four) shares with voting rights that constitute the capital stock of the Company, were represented.
In relation to the First Item on the Agenda, by majority vote in favor and with the opposing vote of 105´214,910 (one hundred five million, two hundred fourteen thousand, nine hundred ten) shares which represent 0.25% (zero point twenty-five percent) of the votes present, the following Resolution was adopted:
FIRST: The amendment to Article 23 of Cemex’s Bylaws was approved to read as follows:
“ – – – – ARTICLE 23. BOARD MEETINGS.- The Board of Directors shall gather at least four times during each fiscal year. Meetings of the Board of Directors may be held using electronic, optical or any other technological means, as if such meetings were held in person. Some or all attendees may participate in person or using electronic, optical or any other technological means, and each such meeting shall have the same validity. All the resolutions adopted using electronic, optical or any other technological means will have, for all legal purposes, the same validity as those adopted by the members of the Board gathered in person, provided they are confirmed in writing and signed by all attendees. The Chairman of the Board of Directors and of the Corporate Practices and Audit Committees, as well as 25% (twenty five percent) of the Board Members, can call a Board Meeting and include in the agenda such items as they consider pertinent.
– – The Company’s external auditor may be called to the Board of Director Meetings, as an invitee with voice but without vote, and shall abstain from being present during the discussion of those items on the agenda in which he has a conflict of interest or that could impair his independence as defined by the Law.
– – The Meeting shall be considered duly installed with the presence of the majority of the Board Members, who shall make their decisions by an absolute majority of the Board Members there present. Minutes shall be drawn up for each of the Meetings of the Board, which shall contain the topics and items discussed; said minutes must be signed by the Chairman and Secretary who acted as such during said Meeting. The Board may adopt resolutions without a Meeting through the unanimous consent of its members. Such resolutions shall be confirmed in writing.
– – All information presented to the Board of Directors, whether of the Company or of its controlled entities, shall be signed by the persons responsible for its content and drafting.”
SECOND: The amendment to Article 27 of Cemex’s Bylaws was approved to read as follows:
“ – – – –ARTICLE 27. RESPONSIBILITIES OF THE BOARD.- It is the responsibility of the Board of Directors to:
– – I.- Establish the general strategies for conducting the Company’s business and other companies controlled by it.
– – II.- Monitor the managing and handling of the Company and of the other companies controlled by it, considering the importance that the latter have in the financial, administrative and legal situation of the Company, as well as the performance of the Relevant Executives.
– – III.- Approve, with the prior opinion of the Audit or Corporate Practices Committees: A) The policies and guidelines for the use of the Company’s assets and the assets of other companies controlled by it, by related parties. B) Each related party transaction that the Company or other companies controlled by it plan to enter into. C) Transactions that are executed, either simultaneously or successively, that may be considered as one single transaction given their characteristics, and that the Company or the companies controlled by it plan to enter into, during a fiscal year, when these are unusual or non-recurrent, or else, when their total value represents, based on numbers corresponding to the end of the immediately preceding quarter in any of the following scenarios: 1. The purchase or sale of assets with a value equal or greater than 5% of the consolidated assets of the Company. 2. The granting of guarantees or the assumption of liabilities for a total sum equal or greater than 5% of the consolidated assets of the Company. Investments in debt securities or financial instruments shall not be covered by this provision whenever these are made in accordance with the policies that for such purpose are issued by the Board of Directors.
D) The appointment, election, and, as the case may be, removal of the Chief Executive Officer of the Company, and its compensation, as well as the policies for the appointment and compensation of other Relevant Executives. E) The policies for extending credit or personal guarantees to related parties. F) Waivers granted so that a Board Member, Relevant Executive or any other individual with power to command, can take personal advantage or for third parties of corporate opportunities belonging to the Company or to other companies controlled by it or where the Company has substantial influence. Waivers for transactions with a total value less than what is mentioned in Section C) of this numeral III may be delegated to the Audit and Corporate Practices Committees. G) The guidelines with respect to internal controls and the internal audit of the Company and of the other companies controlled by it. H) The accounting policies of the Company, adjusting them to the accounting principles recognized or issued by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). I) The Company’s financial statements. J) The hiring of the firm that shall render the external audit services and, if applicable, of additional or complementary services.
– – IV.- Present to the General Shareholders’ Meeting held after the end of the fiscal year: A) the annual report regarding the activities of the Audit and Corporate Practices Committees. B) The report prepared by the Chief Executive Officer, according to the Law, together with the report of the external auditor. C) The Board of Director’s opinion regarding the content of the Chief Executive Officer’s report mentioned in the preceding section. D) The report mentioned in Article 172, section b) of the General Corporations Law (Ley General de Sociedades Mercantiles), which contains the main accounting and information policies and criteria to be used in preparing the financial information. E) The report on the activities and transactions in which it intervened as required by the applicable Law.
– – V.- Follow-up on the main risks to which the Company and the other companies controlled by it are exposed, identified based on the information presented to the committees, the Chief Executive Officer and the firm that serves as external auditor, as well as the accounting, internal control and internal audit, registry, archive or information systems of the Company or the other companies controlled by it. This task may be done through the conduit of the Audit and Corporate Practices Committee.
– – VI.- Approve the policies for information and communication with shareholders and the market, as well as with the Board Members and Relevant Executives, in order to comply with the Law.
– – VII.- Determine the corresponding course of action in order to correct any irregularities it is aware of and to implement the applicable corrective measures.
– – VIII.- Establish the terms and conditions to which the Chief Executive Director shall abide in the exercise of its powers of administration.
– – IX.- Order the Chief Executive Officer to disclose to the public those material events that it has knowledge of.
– – X.- Manage the businesses and assets of the Company, with full management power, under the terms of Article 2,554 (two thousand five hundred and fifty-four), Second paragraph of the Federal District Civil Code (Código Civil para el Distrito Federal), and its correlative Article 2,448 (two thousand four hundred and forty-eight) of the State of Nuevo Leon.
– – XI.- Perform the domain over movable and real estate assets of the Company, as well as over their real and personal rights, under the terms of the third paragraph of Article 2,554 (two thousand five hundred and fifty-four) of the Federal District Civil Code (Código Civil para el Distrito Federal) and its correlative article 2,448 (two thousand four hundred and forty- eight) of the Civil Code for the State of Nuevo Leon (Código Civil para el Estado de Nuevo León).
– – XII.- Represent the Company before any type of administrative or judicial authorities of the Municipality, State or Country, as well as before the labor authorities or any other authority, or before arbitrators, with a vast power, including those faculties requiring a special clause according to the Law, under the provisions of the first paragraph of Article 2,554 (two thousand five hundred and fifty-four) of the Federal District Civil Code (Código Civil para el Distrito Federal) and its correlative Article 2,448 (two thousand four hundred and forty-eight) of the Civil Code for the State of Nuevo Leon (Código Civil para el Estado de Nuevo León), and file legal suits, complaints and criminal accusations, being also able to act as a civil party in criminal cases, and grant remission, as well as to present Juicios de Amparo and waive the Company’s rights under them; as well as represent the company in trials or labor proceedings before the Federal and Local Boards of Conciliation and Arbitration (Juntas Federales y Locales de Conciliación y Arbitraje), Labor Courts and/or Tribunals of the Federal Judicial Power, State Courts, Federal Centers for Conciliation and Labor Registry (Centros Federales de Conciliación y Registro Laboral), Centers for Conciliation in Labor Matters, the Secretariat of Labor and Social Security (Secretaría del Trabajo y Previsión Social) and all Labor Authorities in general, under the terms and for the broadest purposes of the Federal Labor Law (Ley Federal del Trabajo).
– – XIII.- Grant and subscribe credit instruments on behalf of the Company, contribute with movable and real estate assets of the Company to other companies, and subscribe shares or take a participation in other companies, with the exception of those restrictions established by the applicable Law.
– – XIV.- Grant avales, bonds, and generally guarantee, even with mortgage or pledge, third party duties with or without counter benefits, and therefore execute credit instruments contracts and other documents that are necessary for the granting of said guarantees, with the exception of those restrictions established by the applicable Law.
– – XV.- Monitor compliance with the resolutions of the Shareholders’ Meetings.
– – XVI.- Grant or deny the authorizations referred to in article 7 of these by-laws.
– – XVII.- Any other responsibility established by the Law in accordance with the functions that the Law grants to the Board of Directors and that are not reserved for the General Shareholders’ Meeting.
2
– – Approval from the Board of Directors shall not be required for the following transactions, each individually, entered between related parties and the Company or the companies controlled by it, if such transactions adhere to the policies and guidelines approved by the Board of Directors for such purpose: (a) those transactions that, based on their value, are not material to the Company or those companies controlled by it; (b) transactions entered into by the Company and the companies controlled by it or companies where the Company has substantial influence or entered by any of latter, whenever such transactions are part of the Company’s business scope or are considered made at market prices or supported on valuations made by external specialized firms; and (c) transactions with employees, whenever these are entered under the same conditions as with other clients or as a result of the rendering of general professional services.
– – The Board of Directors may only delegate its faculties under numerals X, XI, XII, XIII, and XIV above, and the attorneys-in-fact to whom they delegate those faculties are hereby duly authorized to delegate once more the faculties that have been delegated to them; with respect to section F) of numeral III, delegation shall be made as established therein, all other faculties correspond exclusively to the Board of Directors.”
THIRD: The amendment to Article 28 of Cemex’s Bylaws was approved to read as follows:
“ – – – –ARTICLE 28. CHIEF EXECUTIVE OFFICER.- The management, direction and execution of the business of Company and of the companies controlled by it shall be the responsibility of the Chief Executive Officer, who shall abide to the strategies, policies and guidelines approved by the Board of Directors.
– – The Chief Executive Officer shall have the signature of the Company, and shall have the following faculties, duties and obligations: I.- Represent the Company with general powers for act of administration, to manage the businesses and corporate assets with the ampleness of the second paragraph of Article 2554 of the Federal District Civil Code (Código Civil para el Distrito Federal) and its correlative Articles in the Civil Codes of any and all States of the Republic of Mexico, and Article 10 of the General Corporations Law (Ley General de Sociedades Mercantiles). II.- Represent the Company with general power for lawsuits and collections, with all the general and special powers requiring special power or clause, without any limitation whatsoever, with the ampleness of the first paragraph of Article 2554 and 2587 of the Federal District Civil Code (Código Civil para el Distrito Federal), and its correlative Articles in the Civil Codes of any and all States of the Republic of Mexico, as well as the power to represent the Company in labor disputes, with the attributions, obligations and rights prescribed in the Federal Employment Law (Ley Federal del Trabajo). III.- Execute acts of domain over the corporate assets, as well as over their personal and real rights, whether movable or real estate assets pursuant to the terms of the third paragraph of Article 2554 of the Federal District Civil Code (Código Civil para el Distrito Federal) and the correlative Article 2448 of the State of Nuevo Leon. IV.- Represent the company in trials or labor proceedings before the Federal and Local Boards of Conciliation and Arbitration (Juntas Federales y Locales de Conciliación y Arbitraje), Labor Courts and/or Tribunals of the Federal Judicial Power, State Courts, Federal Centers for Conciliation and Labor Registry (Centros Federales de Conciliación y Registro Laboral), Centers for Conciliation in Labor Matters, the Secretariat of Labor and Social Security (Secretaría del Trabajo y Previsión Social) and all Labor Authorities in general, under the terms and for the broadest purposes of the Federal Labor Law (Ley Federal del Trabajo). V.- Exercise the voting rights of those shares issued by those subsidiaries owned by the Company, complying with the Law. VI.- Organize, manage and direct the personnel and the assets and businesses of the Company as instructed by the Board and to collect and make payments. VII.- Enter into agreements, execute credit instruments that are to be issued, accepted, endorsed or guaranteed, and all other documents related to his attributions, and execute those acts that are required for the ordinary course of business whenever they abide to the policies and guidelines that are approved by the Board of Directors for such purposes. VIII.- Designate the Relevant Executives that shall assist him in the exercise of his functions and due fulfillment of his obligations, as well as any other employees he deems convenient. IX.- Grant and revoke general and special powers, as well as to delegate, all or part of his faculties, including the power to authorize the attorney-in-fact to whom he delegated Powers so that the latter can likewise delegate the faculties he deems convenient, including such power of delegation. X.- All other faculties, obligations and responsibilities established by the Law and that are not reserved to the General Shareholders’ Meeting or to the Board of Directors. The Board of Directors may broaden or restrict the faculties of the Chief Executive Officer.
– – The Chief Executive Officer and Relevant Executives shall conduct their positions in a manner that looks after the creation of value for the Company, without favoring a specific shareholder or group of shareholders. For this purpose they shall act with due diligence, making informed decisions and complying with the duties imposed by the Law or these bylaws. The Chief Executive Officer and the Relevant Executives shall be responsible for damages and losses caused to the Company or to other companies controlled by it, as determined by the Law.
– – With respect to liabilities arising from the breach of the duty of care, and only when the relevant acts were not done willfully, in bad faith or are not illegal, indemnities or insurance may be contracted for the Chief Executive Officer and the Relevant Executives. In no other case may such indemnity or insurance be granted or contracted.”
3
FOURTH: The amendment to Article 31 of Cemex’s Bylaws was approved to read as follows:
“ – – – –ARTICLE 31. COMMITTEES.- To fulfill its responsibilities, the Board of Directors shall be assisted by the Audit and Corporate Practices Committees, which shall be only comprised of independent directors and at least with three of such directors as appointed by the General Shareholders’ Meeting or by the Board of Directors, as per the proposal made by the Chairman of such Board.
– – The Board of Directors may establish one or more additional committees to assist it in the performance of its functions. Any such committees shall be conformed by a minimum of three members of the Board of Directors appointed by the Ordinary General Shareholders Meeting or by the Board of Directors, at the proposal of the chairman of said corporate body. The Board of Directors shall determine the powers, obligations, authority and operation of said committees.
– – The committees’ meetings may be held using electronic, optical or any other technological means, as if such meetings were held in person. Some or all attendees may participate in person or using electronic, optical or any other technological means, and each such meeting shall have the same validity. All the resolutions adopted using electronic, optical or any other technological means will have, for all legal purposes, the same validity as those adopted by the members of the committee gathered in person, provided they are confirmed in writing and signed by all attendees.
– – The Chairman of the Audit and Corporate Practices Committees shall be appointed and removed from office exclusively by the General Shareholders’ Meeting, and shall not be able to chair the Board of Directors. The Secretary of the Board of Directors shall also be the Secretary of the Audit and Corporate Practices Committees, but he shall not be a member of such Committees.
– – The Chairmen of the Audit and Corporate Practices Committees may call Board of Director Meetings and insert in the agenda the items they deem pertinent.
– – With respect to corporate practices, the Committee shall: (a) Provide its opinion to the Board of Directors with respect to those issues that are relevant to it, as provided by the Law. (b) Request opinions from independent experts whenever it deems it necessary for the efficient performance of its duties o whenever required by Law; (c) Call General Shareholders’ Meetings and insert in such Meetings’ agendas those items that it deems pertinent. (d) Assist the Board of Directors in preparing the reports referenced in Article 28, section IV, letters d) and e) of the Mexican Securities Market Law. (e) Perform all other duties established by the Law or in these by-laws.
– – With respect to audit matters, the Committee shall: (a) Provide its opinion to the Board of Directors with respect to those issues that are relevant to it, as provided by the Law. (b) Evaluate the performance of the firm that renders the external audit services, as well as analyze the report, opinions or notices prepared and issued by the external auditor; to this effect, the Committee may request the external auditor’s presence whenever it deems it convenient, in addition to its duty to meet with the external auditor at least once a year. (c) Discuss the Company’s financial statements with the persons involved in their preparation and revision, and based on this, recommend the Board of Directors to approve or disapprove the financial statements. (d) Inform the Board of Directors about the condition of the internal control and internal audit systems of the Company and the companies controlled by it, including any irregularities that it detects, if so is the case. (e) Prepare the opinion referenced in Article 28, section IV, letter c) of the Mexican Securities Market Law and submit it to the Board of Director’s consideration, for its later presentation to the Shareholders’ Meeting, aiding itself with, among other things, the report of the external auditor; such opinion shall indicate, at the least: 1.- Whether the policies and accounting and information criteria followed by the Company are adequate and sufficient based on the particular circumstances of the Company. 2.- Whether such policies and criteria have been consistently applied to the information presented by the Chief Executive Officer. 3.- Whether, as the result of numbers 1. and 2. above, the information presented by the Chief Executive Officer reasonably reflects the financial results and condition of the Company. (f) Assist the Board of Directors in the preparation of the reports referenced in Article 28, section IV, letters d) and e) of the Mexican Securities Market Law. (g) Supervise that the transactions referenced in Articles 28, section III and 47 of the Mexican Securities Market Law are conducted in compliance with the Law and with the policies issued as per such legal dispositions. (h) Request opinions from independent experts whenever it deems it necessary for the efficient performance of its duties or whenever required by Law. (i) Request from the Relevant Executives and any other employees of the Company or other companies controlled by it, any reports related to the preparation of financial information or any other report that he deems necessary for performing its duties. (j) Investigate possible non-compliance that he is aware of, with the operations, guidelines and policies, internal control, internal audit and accounting record systems, whether by the Company or any other company controlled by it; to this effect, it shall conduct the examination of the documents, files and any other evidence, to the extent this is necessary to perform such surveillance. (k) Receive any observations made by the Shareholders, Directors, Relevant Executives, employees, and any other third party, with respect to the matters described in letter (j) above, and take any action that, under its judgment, may be taken as a result of such observations. (l) Request periodic meetings with the Relevant Executives, as well as the submittal of information related to the internal control and internal audit of the Company or other companies controlled by it. (m) Inform the Board of Directors of any material irregularities it detects during the performance of its duties and, if applicable, of the corrective actions adopted or suggest such actions that must be adopted. (n) Call Shareholder Meetings and request the inclusion in the agenda of those items that it deems pertinent. (o) Monitor that the Chief Executive Officer performs the resolutions adopted at the Shareholders’ Meetings and the Board of Director Meetings, based on the instructions that, for such purposes, are dictated by such Meetings. (p) Monitor the establishment of mechanisms and internal controls that allow verifying that acts and transactions of the Company and other companies controlled by it are in compliance with the applicable Law, as well as implement methods that enable reviewing compliance of the aforementioned duties. (q) Perform all other duties established by the Law or in these bylaws pursuant to the responsibilities provided herein.
4
– – The annual report on the Audit and Corporate Practices Committees’ activities shall be prepared by the Chairmen of such Committees and presented to the Board of Directors.
– – The Audit and Corporate Practices Committees shall gather as many times as necessary, having the right to call such meetings the Chairman of the Board of Directors, 25% of the Board Members, the Chief Executive Officer, or the Chairman of such Committee. The decisions shall be made by majority of votes, having the Chairman a deciding vote in case of a tie; and it shall require the attendance of the majority of its members in order to have a valid meeting. The Alternates of those Directors members of the Audit and Corporate Practices Committee, shall also have the same position regarding the integration of this Committee.
– – In those Committee meetings where the Chairman and/or Secretary were absent, the attending members shall appoint among them, by majority vote, those who shall act as Chairman and Secretary for that particular meeting.
– – The Committees shall keep a minute book of their meetings, where the minutes of every meeting shall be kept with the signature of whoever acted as Chairman and Secretary.
– – One single Committee may perform the functions of both, the Audit and the Corporate Practices Committees.”
FIFTH: The amendment to Article 32 of Cemex’s Bylaws was approved to read as follows:
“ – – – –ARTICLE 32. COMPENSATION OF THE BOARD.- The Members of the Board of Directors and their Alternates, as well as the members of the Audit and Corporate Practices Committees, and other committees as auxiliary bodies of the Board of Directors, shall be remunerated for their services in the amounts determined by the General Shareholders’ Meeting.”
SIXTH: The inclusion of a new Third Transitory Article in Cemex’s Bylaws was approved to read as follows:
“ – – – –TRANSITORY ARTICLE 3.- For the corresponding legal purposes, any mention of “signature” or “signatures” in these by-laws refers to signatures in the manner, form and method established by Mexican law in effect applicable in each case.”
In relation to the Second Item on the Agenda, by majority vote in favor and with the opposing vote of 1´883,670 (one million, eight hundred eighty-three thousand, six hundred seventy) shares which represent 0.00% (zero point zero percent) of the votes present, the following Resolution was adopted:
SEVENTH: The restatement of Cemex’s Bylaws, effective as of the date of this Extraordinary General Shareholders’ Meeting, was approved to read as follows:
“CEMEX, S.A.B. de C.V.
Bylaws
ARTICLE 1. DENOMINATION.- The Company is a commercial anonymous Company and it is named CEMEX, followed by the words “Sociedad Anónima Bursátil de Capital Variable” or by its abbreviation “S.A.B. de C.V.”.
ARTICLE 2. CORPORATE PURPOSE.- The Company’s corporate purpose is to participate in corporations and civil associations, civil organizations and in all other types of domestic and foreign companies, through subscription and/or purchase of their shares, stocks, assets and rights and otherwise dispose and enter into any type of acts or contracts regarding such shares, stocks, assets and rights, and for the fulfillment of its corporate purpose, the Company may, directly or indirectly through third parties, enter into or execute all kinds of acts, operations and civil or commercial contracts, specialized services or works or of any kind, that are conducive to, accessory to, necessary for or convenient for the effectiveachievement of its corporate purpose through the activities indicated below:
(A) The manufacture, sale or purchase, distribution, transportation, importation, exportation, exploitation and the industrial and commercial use of cement and, in general, any type of building materials. (B) The production, distribution, importation, exportation, supply, transportation, hauling, consignment, sale or purchase, storage, mediation, agency, exploitation, marketing and industrial and commercial use in general of cement, concrete, mortar, clay, limestone, gypsum, gravel, sand, iron ore, raw materials usedin the manufacture of cement and, in general all kinds of building materials. (C) The sale, distribution, transportation, import, export, exploitation, use andindustrial and commercial utilization of aggregates, ready-mixed concrete, its additives and components and, in general, all types of pieces and prestressed concrete objects, preconcretes, tubes and construction materials, concrete blocks and precast concrete elements. (D) The establishment of concrete, cement and asphalt manufacturing plants withdependencies focusing on obtaining and triturating aggregates, dosing and mixing these andhauling and consolidating its products. (E) To be the holder of Exploration and/or Exploitation of Mining Concessions, in order to explore and/or exploit the minerals or substances subject to the Mining Law (Ley Minera) in full force and effect, in accordance
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with the provisions of article 11 of said law. (F) Be the holder of, Ordinary and/or Extraordinary General Permits for the purchase, storage and consumption or purchase and consumption of explosive materials, for the construction industry and for the mining industry, in order to exploit the stone and mineral materials, respectively, in accordance with the provisions of articles 37 and 42 of the Federal Firearms and Explosives Law (Ley Federal de Armas de Fuego y Explosivos). (G) The transportation of merchandise and products in modality of general cargo, waste and/or hazardous materials and bulky and/or heavy weight materials, exploitation and use of the General Ways of Communication (Vías Generales de Comunicación) or their services and related under the concessions or permits granted by the Federal Executive as applicable; or, through the concessions or permits that the Company receives in contribution, transfer or in right of its Partners and authorized by the competent authorities. (H) The exploitation of specialized services of general cargo, waste and/or hazardous materials and bulky and/or heavy objects related to the concessions and permits granted by the authorities of the federal entities of the country. (I) The use of roads in general and their connection with other means of transport, through the Agreements that are entered into, in order to offer the public user an efficient and safe service. (J) Verification of official Mexican standards and serve as an approved and accredited inspection and verification unit to perform the procedures for evaluating the specifications and physical-mechanical and safety conditions for the operation of roads and bridges under the federal jurisdiction of motor transportation cargo, in compliance with Mexican official standards. (K) The training and preparation of Drivers of the Federal Motor Carrier and Private Transport Service (Conductores del Servicio de Autotransporte Federal y Transporte Privado). (L) The specialized workshop maintenance and repair service, as well as the sale of spare parts and technical equipment to third parties. (M) The development, purchase, sale, import, export, assembly and marketing of bags, packs and all types of packaging of any material, as well as the raw materials necessary for that purpose. (N) The industrial and commercial use of wastewater through its treatment and reuse. (Ñ) The use, exploitation and utilization of public property, for the handling of fluids and the use of goods and the provision of port services that constitute the port operation under the terms of the Ports Act (Ley de Puertos), classified as maneuvering services for the transfer of goods or merchandise, such as loading, unloading, stacking, storage, stowage and haulage within the port, by any of the modalities provided by such law, including, but not limited to, obtaining concessions, permits, authorizations and partial assignments of rights. (O) Logistic services associated with the oil industry, as well as operation management of asphalt emulation plants. (P) The Treatment and refining of Oil, the processing of Natural Gas and the export and import of Hydrocarbons and Petroleum, as well as the Transportation, Storage, Distribution, compression, liquefaction, decompression, regasification, commercialization and Public Expense of Hydrocarbons, Petroleum or Petrochemicals, including the construction, operation and exploitation of land areas, warehouses, ships, tanks, dry ports, marine terminals and facilities of any kind, for the management of petroleum and/or energy products, by any of the modalities provided by such law, including but not limited to, obtaining concessions, permits and/or authorizations, as appropriate, under the terms of Title Three of the Hydrocarbons Law (Título Tercero de la Ley de Hidrocarburos). (Q) The rendering of the Auxiliary Service for the Railway Freight Terminal, the Railway Auxiliary Service for transshipment and transfer of liquids, the Railway Auxiliary Service of railway equipment maintenance workshops and the provision of the transfer of liquids in any of its modalities. (R) The establishment of navigation services, transport, passengers and cargo, between the ports of the country and abroad, if necessary, the acquisition of boats for the aforementioned purposes and the operation of docks, shipyards and any other necessary construction or work for the initiation and development of its services. (S) The acquisition of concessions, permits, subsidies and legalfranchises related to any of the activities of its corporate purpose and acquiring by any legaltitle, including by concession of public power, direct ownership over lands, waters or their accessions and exploiting them, whether for irrigation, to generate driving force or for industrial objects. (T) The manufacture, sale, distribution, lease, import, export, transportation, supply, assembly, transport, loading, consignment, sale, deposit, mediation, commission, exploitation, commercialization and industrial and commercial use in general of all types of products allowed by the laws and in general, all kinds of domestic or foreign goods or merchandise, either as raw material, semi-finished products and perform with themtrade acts in any form on their own or by third parties. (U) The rendering of handling, storageand custody of foreign goods services, either owned by the Company or by third parties withwhom the Company enters into an agreement. (V) The private transportation of goods ownedby the Company or related to their activities, as well as of persons related to the same purpose,without involving the provision of federal public transportation in any of its forms. (W) The operation as a shipping company and performance of all activities related to its operation and carrying out all the formalities before the competent authorities to obtain the proper permits. (X) Purchase, lease, charter and enter into any type of contract with foreign and Mexican vessels as well as registering and obtaining the Mexican flag for the vessels that may requireit. (Y) To act as consignee agent for vessels and perform all activities related to the operationas such. (Z) The manufacture, sale, distribution, lease, import, export, exploitation and overall development of all types of industrial and commercial equipment, machinery, tools, spare parts and parts, motor carriers and any articles or commercial items. (AA) The exploitation of the various engineering branches in all its aspects either pure or applied, as well as projects and construction works. (BB) Entering into contracts for construction, design, engineering, and supply of technical and professional services, the development of architectural projects, installation of technical and mechanical infrastructure, and any other applications necessary, convenient or conducive to the development and prosperity of the Company, including participating in competitions, public or private bids or offers either national or international. (CC) Acquire, sell, manage, lease or receive in lease or sublease, give or receive on loan, exchange, encumber in any way, exploit, affect or be a trustee in trustand, in general, enter into any legal act that involves acquiring, transferring or guaranteeingthe rights of ownership or possession of all real or personal types of property, as deemed
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necessary or convenient for the development and prosperity of the Company, or to directly or indirectly support the development of the Company. (DD) Decorate, manage and operate in any manner all kinds of buildings, factories, warehouses, houses andapartments on their own or through third parties. (EE) Provide and receive any type of technical, administrative, sales, advertising, monitoring, technical assistance, consultation and advice services on industrial, tax, accounting, commercial, financial, and any other typeof matters. (FF) Order, obtain, buy, lease, assign or otherwise acquire or dispose of trademarks, trade names, copyrights, patents, inventions and processes, know-how and, in general, intellectual and industrial property rights, as well as licenses over them. (GG) Enter into or agree on agency operations, mediation, technical assistance, professional services, consulting, distribution, supply, leasing and factoring, brokerage and generally all kinds of contracts or agreements involving services to or for third parties, as a result of the obligationsor duties incurred by virtue of entering into the contracts in this subparagraph. (HH) Give ortake money on loan, secured or unsecured, including the issuance of debt securities in public or private sale that represent loans with the investing public. (II) Issue, draw, sign, accept, endorse, guarantee and enter into any type of commercial or legal transaction, regarding negotiable instruments, with national or foreign credit institutions, as well as agents and securities intermediaries, in investment companies and auxiliary credit organizations and in any organization, corporation or association, any and all types of transactions necessary or convenient for the fulfillment of its corporate purpose, including entering into repurchases, loans, trusts, mandates, agencies or any contract or agreement either for the purpose of investing its resources, to obtain financing, or where appropriate, to affect, transmit or to pledge the negotiable instruments referred to in this subparagraph. (JJ) To execute avales, bonds and, in general, guarantee, including with pledges and mortgages, obligations incurredon behalf of third parties, with or without consideration. (KK) To render the Comprehensive Logistics and Supply Chain Service.
ARTICLE 3. DOMICILE.- The corporate seat of the Company is the city of Monterrey, N.L., Mexico, with the understanding that agencies or branches may be established within Mexico or abroad as deemed advisable by the Board of Directors.
ARTICLE 4. DURATION.- The duration of the Company shall be indefinite.
ARTICLE 5. NATIONALITY.- This Company is Mexican. Any foreigner who in the incorporation date of this Company has acquired or in the future shall acquire an interest or participation in the Capital Stock of the Company, shall be considered for this sole act as Mexican, it being understood that said party has agreed not to seek the protection of its government, under penalty of losing said interest or participation in favor of the Republic of Mexico. This article shall be inserted in its entirety on the share certificates issued by the Company. This Company received authorization from the Mexican Ministry of Foreign Affairs under Permit Number 267, dated February 4, 1927, in accordance with the Organizational Law of Section I of Article 27 of the Constitution and its Regulations.
ARTICLE 6. CAPITAL STOCK.- The Capital Stock shall be variable. The Minimum Fixed Capital with no redemption rights is of $36,300,000.00 (thirty-six million three hundred thousand 00/100 MXN) represented by 13,068´000,000 (thirteen thousand sixty- eight million) ordinary shares, which shall be registered and with no face value, of which 8,712´000,000 (eight thousand seven hundred twelve million) correspond to the Series “A” and 4,356´000,000 (four thousand three hundred fifty- six million) to Series “B”; the Variable Capital with no redemption rights shall be unlimited. The common ordinary Capital Stock, as well as the capital represented by Class Shares, both in its Fixed and Variable portions, shall be represented by Series of registered shares with no par value, together with its respective sub-series. Every time reference is made to a series of shares, Fixed or Variable Capital, it shall be construed as a reference to any sub-series that, as the case may be, have been issued and that shall be identified with the same letter with which the Series has been identified and a number from 1 (one) onwards, in accordance with the respective sub-series. The common ordinary Capital Stock shall be represented by two Series, both for its Fixed and Variable portions. The Series “A” shall represent as a minimum the (64%) sixty- four per cent of the common ordinary Capital Stock and the Series “B”, or of free subscription, shall represent as a maximum the (36%) thirty-six per cent. In the event that Class Shares shall exist, and unless an authorization is obtained to treat them as neutral investment in accordance with the Law, at least (64%) sixty-four percent of the Capital Stock represented by this type of shares shall be subject, in respect to its holders, to the same restrictions applicable to the Series “A” shares of the ordinary capital. All the shares forming part of the common ordinary Capital Stock, except for the characteristics related to the holdings of each one of the Series and the part of the Capital which they represent, give their holders the same rights and obligations. By no means and neither directly nor indirectly, may the shares of the Series “A” be acquired: (i) by foreign individuals or foreign legal entities or Mexican legal entities that do not have a foreign exclusion clause, in the understanding that such clause shall be contained both in the by-laws of the acquirer as in the by-laws of any other company or partnership that directly or indirectly has an interest in the Capital Stock of such acquirer; (ii) by groups, units, associations, trusts, and any entity, with or without legal personality, that admits foreigners, is foreign, is one in which, by any form, directly or indirectly, has intervention of foreigners, or companies in which any foreigners participate (except for the case of Trusts formed by the Company for the issuance of ordinaryparticipation certificates to be offered to the public investors); (iii) by foreign governments or foreign sovereigns. The Class Shares may be acquired subjectto the terms and conditions approved by the Shareholders’ Meeting authorizing its issuance. In the event of a violation of these restrictions, the acquisition shall be null and the Company shall not recognize the acquirer as the owner nor may the acquirer exercise the corporate rights inherent to the shares. For the purposes of these by-laws, “Class Shares” refer to the shares that carry no voting rights, limited or restricted voting rights, that have any limitation in the exercise of their corporate rights or that confer preferred economic rights in relation to ordinary shares.
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ARTICLE 7. ACQUISITION OF OWN SHARES AND MEASURES TO LIMIT THE SHAREHOLDING OWNERSHIP.- I.- The Company may acquire shares representing its own Capital Stock or credit instruments representing them, as well as optional instruments or financial derivative instruments which may be liquidated in kind thathave such shares or credit instruments underlying in accordance with the terms and conditions indicated by the applicable Law. The shares or credit instruments that represent such shares that belong to the Company, or, the shares issued but not subscribed maintainedin the Treasury, may be placed among the public investors in accordance with the dispositionsof the applicable law. So long the shares are the property of the Company, they may not be represented nor voted in the Shareholders’ Meetings, and no social or economic rights of whatever nature may be exercised.
II.- (A).- For purposes of these by-laws, the following definitions shall apply, whether in their singular or plural form:
– – “SHARES”: the ones that represent the Capital Stock of the Company; any type of certificate or receipt referred to the shares representing the Capital Stock of the Company; as well as any other security, credit instrument or document that refers to or permits the exercise of, the vote of the corresponding shares representing the Capital Stock of CEMEX, S.A.B. de C.V.
– – “CONSORTIUM”: shall have the meaning established by the Mexican Securities Market Law.
– – “RELATIVE”: person or persons that with respect to each other, have family relationship by consanguinity, affinity or civil, up until the fifth degree in a straight or collateral line, the spouse, concubine and concubinary.
– – “ENCUMBRANCE”: pledges, seizures, trusts (or equivalent figures under foreign Law), or any act or transaction that in any form, limits, restricts or affects, the implicit rights of the Shares.
– – “GROUP OF PERSONS”: shall have the meaning established by the Mexican Securities Market Law.
– – “CORPORATE GROUP”: shall have the meaning established by the Mexican Securities Market Law.
– – “RELATED PARTY”: shall have the meaning established by the Mexican Securities Market Law.
– – “HOLDING”: the ownership, possession or holding of Shares or the possibility of instructing or exercising the right to vote.
– – “TRANSACTION”: Any agreement, contract, unilateral declaration, stipulation, arrangement and any act that creates, transmits, modifies or extinguishes obligations, including, enunciatively but not limited to, all acts or facts that give or may give place to any exercise or instruction to exercise the voting rights, or if the ownership, possession or holding of the Shares may be obtained or is obtained.
– – Any Transaction or Encumbrance that may result or results in a direct or indirect possibility, to acquire or exercise the right to vote regarding the Shares that represent a 2% or more of the Capital Stock of the Company, shall be subject to the prior authorization of the Board of Directors. The Board of Directors must decide, within a period of 90 (ninety) calendar days from the reception of the written application directed to the President or Secretary of the Board. The application must be in written form and must contain the following information: (i) name, social denomination of the participant(s) in the Transaction or Encumbrance and the Shares whose Holding they have on the date of the application, (ii) in the case of a Group of Persons, Corporate Group, Consortium, Related Parties or Relatives, provide the details of all the persons involved, indicating their name, social denomination and Shares each holds, as well as who shall exercise the social and economic rights, (iii) description of the Transactions or Encumbrances, and (iv) in the event that the Transaction or Encumbrance is made indirectly through agents, brokers, trusts or similar figures under any law or third parties; it must be indicated who or whom are the effective beneficiaries and who or whom will exercise or will instruct to exercise the voting rights. The Board of Directors, in order to resolve the applications, shall consider the following criteria: a) if it involves Transactions or Encumbrances of qualified investors or institutions in which the public investors participate; b) if it involves acquisitions that aim to make portfolio investments with speculative purposes, that could affect stock prices; or if it is intended to accumulate significant amounts of Shares in a way that the number of Shares outstanding is reduced and that the marketability may be affected; c) the likelihood of the participants in the Transactions or Encumbrances exercising a significant influence or being able to obtain control (as these terms are defined in the applicable law); d) if all the legal dispositions and the by-laws have been observed, and the persons who wish to participate in the Transactions or Encumbrances have not incurred in any violation of the Law or by- laws or have not complied with applicable Law or by-laws; e) if the persons involved in the Transactions or Encumbrances are competitors of the Corporate Group to which the company belongs, are persons or legal entities participating in companies,entities or persons that are competitors of the Corporate Group to which it belongs and there is a risk of affecting the process of fair competition or there could be an access to confidential and privileged information; f) the moral and economic solvencyof the participants; g) the protection of the rights of minorities and workers of the Company and its subsidiaries; and h) maintain an adequate base of investors. If the Board of Directors authorizes the application, the Transaction or Encumbrance shallbe done during the next 10 (ten) days following notification from the Board of such authorization. If done afterwards, the authorization shall be null. —If after making the Transaction or Encumbrance the Holding of Shares is reduced, in order to make a new Transaction or Encumbrance, a new application must be made, unless the Board had authorized the possibility of multiple Transactions or Encumbrances over a time frame. When the Transaction or Encumbrance had been authorized on the basis of false or incorrect information or information had been withheld, the voting rights corresponding to the Shares related to the Transaction or Encumbrance will not be able to be exercised.
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II.- (B).- Any Transaction or Encumbrance that results or may result in a participation equal or greater than 30% of the Capital Stock of the Company, shall oblige, without taking into account whether the participants in the Transaction or Encumbrance wish or not to acquire control, the execution of a forced public offer for the acquisition of the totality of the Shares representing the Company’s Capital Stock.
In the event that the requirements described in numeral II of this Article are not met or exceed the participations indicated in the paragraphs A and B, the persons involved therein shall not be entitled to exercise the voting rights corresponding to the total of the Shares whose Holding was obtained or is currently obtained, and therefore, such Shares shall not be taken into account for the determination of the quorum of attendance and voting in the Shareholders’ Meetings, nor shall the records in the shareholder ledger be done and there shall be no effects of the Registry done by the Institute for the Deposit of Securities.
In order to determine if a specific situation is within numeral II of this Article, the following considerations and criteria shall apply and all the Shares whose Holding is obtained, shall be obtained, or is currently obtained by virtue of any Transaction or Encumbrance, shall be taken into account (the calculation shall be made regarding the number of shares directly representing the Capital Stock of the Company).
1.- It does not matter if the Transaction or Encumbrance is made abroad.
2.- A single Holding shall be considered regarding each of the participants in the Group of Persons, Corporate Group, Consortium, each Related Party, and each Relative.
3.- Each Transaction or Encumbrance that may result in obtaining a 2% or more of the Capital Stock must be submitted to authorization.
4.- In case of Trusts established by the Company for the issuance of ordinary participation certificates to be offered to the public investors, the fiduciary institution shall not be subject to numeral II of this Article or Article 10 of these by- laws.
5.- For the interpretation of these by-laws, the applicable law shall be taken into account.
ARTICLE 8. MODIFICATIONS TO THE CAPITAL STOCK.- To increase or decrease the Capital Stock and amortize issued shares with undistributed profits, except in accordance with the provisions of Article 7 of these by-laws, the following procedure shall be followed: The Fixed Capital Stock shall only be increased or decreased by resolution of the General Extraordinary Shareholders’ Meeting, and such Meeting shall also authorize the amortization of issued shares representing this part of the Capital Stock with distributable profits and the amendments to the limits of the Variable Capital. The Variable Capital Stock shall be increased or decreased by resolution of the General Ordinary Shareholders’ Meeting, and such Meeting shall also resolve about the amortization of issued Shares representing this part of the Capital Stock with distributable profits; in the event of a Capital increase in its Variable part, the Meeting may delegate to the Board of Directors the authority to determine the terms and conditions under which it shall proceed to the issuance, exhibit and subscription of the respective shares, which once issued and while subscribed shall be held by the Treasury of the Company. In the event of a capital reduction in the Variable part of its Capital Stock, the Board of Directors, in accordance with applicable legal provisions, may fix the terms and conditions for its implementation. The amortization of Shares with distributable profits shall be done in accordance with the terms instructed by the Law. The minutes of the General Ordinary Shareholders´ Meetings that approve increases or decreases in the variable portion of the Capital Stock must be notarized, except in the cases where the increases and decreases are the result of the repurchase of shares. In the terms of the applicable law, the Company may increase its Capital Stock by the issuance of non-voting shares, shares with other limitations or preferred corporate rights, or shares with preferred or limited vote. The issuance of the shares mentioned in this paragraph shall not exceed the percentage of the Capital Stock established by the applicable Law and may be part of the Fixed or Variable portions of the Capital Stock.
The non-voting shares shall not be counted for purposes of determining the attendance or voting quorums at the Shareholders’ Meetings, while the shares with limitations on other corporate rights, or of restricted vote, shall only be counted to determine the attendance and voting quorums in the Shareholders’ Meetings held to deal with any matters in which such shares have a voting right.
Issued Class Shares, as the case may be, shall conform one or several Series with its respective sub-series, each Series shall be identified with two letters of the alphabet, one of which shall be “A”, “B” or “N”, respectively and depending on whether its Holding is reserved in the terms of these by-laws with respect to the Series “A”, common ordinary Capital, are of free subscription in the terms of these by-laws with respect to the Series “B” of the common ordinary Capital Stock, or in its case, are considered as neutral investment under which they shall also have free subscription; and the other letter shall be used to distinguish them from the shares representing the common ordinary Capital Stock and the other Classes that conform the Capital Stock, attaching a progressive number for each sub- series issued.
In the event of a Capital Stock increase, the Shareholders’ Meeting may extend, limit or deny the shareholders the preemptive right to subscribe in proportion to their participation in the common ordinary Capital Stock or in the capital represented by Class Shares, the shares that in either case are issued.
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When applicable, the proportion shall be determined considering only the participation in the issued Capital Stock and the preemptive rights may only be exercised with respect to the same class of Shares that are held by the shareholder and within the (15) fifteen days following the publication of the resolution of the respective Shareholders’ Meeting, the publication shall be made in the terms provided in these by-laws for the calls for Shareholders’ Meetings. The preemptive right to subscribe shall not be applicable to Capital increase through public offers or through the issuance of own shares previously acquired by the Company.
The Shareholders shall also have the right to receive the shares that are issued by means of capitalization of reserves or profits, in the understanding that the shares issued under this concept shall correspond proportionately to all issued Shares. The Shareholders’ Meeting shall determine the nature or class of shares that will represent the Capital increaseby the capitalization of reserves or profits and only those Shareholders holding common ordinary shares or Class Shares, depending on which of them are being issued, shall share the right of receiving the shares so issued in the proportion of their Holdings in the issued ordinary common Capital Stock or of Class, respectively.
The Company may issue unsubscribed shares kept in treasury, to be subscribed afterwards by the public investors, in accordance with the applicable Laws.
The shareholders of the variable part of the Capital Stock of the Company shall not have withdrawal rights.
The Company shall keep a Book, which shall be authorized by the Chairman or Secretary of the Board of Directors or by any other officer designated by the Board of Directors for this purpose. All notes relating to the registration of increases and decreases of the Capital Stock in its Variable portion shall be kept in this Book.
ARTICLE 9. CERTIFICATES REPRESENTING THE SHARES.- The Share Certificates and Provisional Certificates issued in each case, must contain the expressions referred to in the Law and in Articles 5, 7 (regarding the restrictions for the transmission of Shares or to acquire substantial portions of the Capital Stock), 8, and 10 of these by-laws, regarding the rights and obligations of the shareholders, and must have the handwritten signatures of any two Board members appointed by the Board of Directors. The Chairman and Secretary may use a facsimile of their signature, pursuant to the requirements of the applicable Law. The Share Certificates and provisional certificates must also contain adhered vouchers, to be used when exercising their dividend and preemptive rights. The Board shall determine the number of shares represented in each Share Certificate and the number of vouchers to be adhered.
ARTICLE 10. SHARE REGISTRY AND SIGNIFICANT PARTICIPATIONS.- The Company shall have a Share Registry that must contain: a).- The name, nationality, and address of the Shareholder, as well as the indication of the shares belonging to him, indicating their number, series, class, and other distinctions; b).- The indication of the payments made; c).- Any encumbrances over the Shares, as well as of the rights incorporated in them, the limitations of domain, and transfers made. The Registry must also comply with the provisions established in the applicable law and with Article 7 of these by-laws. The Company shall consider the person inscribed in the Registry, referred to in this article, as owner of the shares. To this effect, the Company must record in such Registry, when requested by any entitled person, the transfers, limitations, or liens imposed on them. In case the Shares or certificates that represent them were deposited in an authorized Institution for the Deposit of Securities, the register shall be made in accordance with the applicable law and with the by-laws. The persons who, in any way and in accordance with the criteria set forth in numeral II of Article 7 of these by-laws, obtain a participation of 5%, 10%, 15%, 20%, 25% or 30% must inform the Company within a period of 5 (five) working days following the day in which such percentage of ownership is reached. For purposes of calculating such percentages, numeral II of article 7 of these by-laws shall apply. In the case of Corporate Groups, Groups of Persons, or Consortiums, the obligation to notify applies to all the persons that are considered members of such groups.
The notice given to the Company, referenced in this Article, shall include the name of the person or persons that have the holding and the rights or faculties acquired, the authorization from the Board in those cases described in Article 7 of these by-laws, and the information needed to identify the persons for which the Shares are grouped for Ownership.
In case of non-compliance with the provisions of this Article, regarding notices of significant participations, the corresponding Shares shall not be represented in the Share holders’ Meeting. The Company shall keep a registry of significant participations, in which names, nationality and domicile of the persons whose names are in the share certificates or respective certificates, as well as the relation, agreement or arrangement that exists between them and the information necessary in order to verify the compliance of these by- laws, shall be registered. Only those who are registered may represent the respective shares in the Shareholders’ Meeting. The shareholders must, additionally, comply with what the applicable law establishes regarding acquisitions of securities subject to disclosure and disclosure of contracts and agreements between shareholders. In order to comply with the obligations to notify, this Article shall apply. Only those that have complied with these by- laws and the applicable law shall be able to exercise or instruct the exercise of the corresponding voting rights. In case of non-compliance with what is stated in these by- laws, the notes or registries in the Registry of Shares shall not take place and all the transactions made by an institution for the deposit of securities shall have no legal effect whatsoever.
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ARTICLE 11. SHAREHOLDERS MEETING.- The General Meeting of Shareholders is the supreme body of the Company, and it may agree and ratify all of the resolutions and acts of the same. It shall have no limitation on its powers other than as mentioned in the Law and in these by-laws.
In the event that the Capital Stock of the Company, in addition to the common ordinary shares, is represented by shares of other classes, all proposals that may affect the rights conferred to Shareholders holding shares of such classes shall be previously accepted by the class so affected in a Special Shareholders’ Meeting in which the attendance and voting quorums required for the Extraordinary Shareholders’ Meetings shall apply, which must be counted in reference to the total number of shares of the respective class.
The class Shareholders’ Meetings shall be held in the social domicile and shall be subject to the provisions of Articles 13, 14 and 15 of these by-laws, and the Shareholder designated by the Shareholders present thereat shall act as Chairman and the Secretary of the Company shall act as Secretary or in his absence, whoever the Shareholders designate.
ARTICLE 12. COMPETENCE OF THE SHAREHOLDERS’ MEETINGS.- The Ordinary General Shareholders’ Meeting shall meet at least once a year, once the immediate preceding fiscal year ends, in the corporate domicile, on the date specified by the Board of Directors in accordance with applicable law. The Ordinary General Shareholders’ Meeting held because of the closing of the fiscal year, shall deal, in accordance with the applicable law, with the following: (a) the annual reports regarding the activities corresponding to the Corporate Practices and Audit Committees; (b) the annual report of the Chief Executive Officer, accompanied with the report from the external auditor; (c) the opinion of the Board of Directors regarding the contents of the Chief Executive Officer’s annual report; (d) the annual report of the Board of Directors declaring and explaining the main policies and accounting and information criteria followed in the preparation of the financial information; (e) the report of the Board of Directors regarding the operations and activities in which it has participated; (f) the election, removal or substitution of the members of the Board of Directors, and their level of independence; additionally, the Ordinary Meeting shall approve the operations that the Company or the companies controlled by the Company wish to undertake during one fiscal year, when they represent 20% (twenty percent) or more of the consolidated assets of the Company, based on amounts as of the closing of the immediate preceding quarter of the date the Meeting is held, independent from the way they are executed, simultaneously or progressively, but that, because of their characteristics, may be considered as one operation; in such Meetings the shareholders that have shares with voting rights may vote, including the ones that have a limited or restricted vote; and (g) all other matters that are part of their faculties in accordance with these by- laws or the applicable law.
Extraordinary General Meetings shall have the competence over the matters established in the applicable law and in the by-laws.
Ordinary and Extraordinary Meetings shall meet whenever called.
ARTICLE 13. NOTICES OF SHAREHOLDERS MEETINGS.- The notices for Shareholders’ Meetings shall be made by the Board of Directors or by the Corporate Practices or Audit Committees, with the exception of those rights granted by Law to the shareholders to legally publish the calls. The Notice shall be made through the publication of a notice in the electronic system established by the Ministry of Economy (Secretaría de Economía) or, in its absence, in the Official Gazette of the State of Nuevo Leon or in any of the major daily newspapers of the State of Nuevo Leon, at least fifteen days prior to the date set for the Meeting. The Notice shall state the place, day and time at which the Meeting shall be held and shall contain the Agenda, which shall not include matters under the title of “general” or equivalents. A Notice shall not be required if all the shares in their entirety are represented when the Meeting is installed and the votes are taken. When a quorum is not obtained for a Meeting, a minute shall be drawn-up in the respective Book, evidencing such circumstance, and said minute shall be signed by the Chairman and Secretary as well as by the appointed Tellers, setting forth the date in which the call was published. If such should be the case, a second Notice, so noted, shall be published just once.
The Shareholders that are Owners of shares with voting right, including in a limited or restrictive form, that represent at least 10% (ten percent) of the Capital Stock subscribed and paid, shall be able to request to the Chairman of the Board of Directors or of the Corporate Practices or Audit Committees, in any moment, that a General Shareholders Meeting take place, in the terms of the applicable law.
Any Shareholder may request the Chairman of the Board of Directors that a General Shareholders Meeting takes place, in the terms of the applicable law, when, for any cause, the minimum number, required for a Meeting to be held, of members of the Corporate Practices and Audit Committees is not present and the Board of Directors has not made the provisional corresponding appointments.
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From the publication of the Notice of the Shareholders’ Meetings, information and documents related to each matter included in the Agenda shall be made available to the Shareholders, in the offices of the Company and at no cost.
ARTICLE 14. ATTENDANCE TO THE SHAREHOLDERS’ MEETINGS.- In order to attend and participate in the General Meetings of Shareholders, the Shareholders with the right to vote shall deposit their shares at the corporate offices, in a Credit Institution or Institution for Securities Depository (Institución para Depósito de Valores) through a broker in the securities market in accordance with the Mexican Securities Market Law (Ley del Mercado de Valores). The Certificate of Deposit and, as the case may be, the list of Owners issued by the broker shall be delivered in the office of the Secretary of the Company at least 48 hours prior to the time set for the Meeting. In addition, it is necessary to observe the dispositions of Articles 7 and 10 of these by-laws regarding the Shares intended to be represented in the Meeting. The Secretary, in exchange for the aforesaid certificate of deposit, shall list, and after verifying the compliance with the by-laws regarding Articles 7 and 10, shall issue a deposit voucher that certifies the shareholders’ standing as such and the number of shares represented. Said voucher shall authorize the person to whom it has been issued to attend the Meeting. The deposited shares or respective certificates shall only be returned to the Shareholders when the Meeting has been concluded, and in exchange for the voucher issued by the Secretary. The Secretary shall have the documents referred to herein, at the disposal of the Tellers appointed to act as such at the respective Meeting, so that, at the end of the respective registration period, they may prepare the Attendance List of the Shareholders who have right to attend that Meeting.
ARTICLE 15. SHAREHOLDERS’ REPRESENTATION.- Every Shareholder has the right, subject to compliance with these by-laws, to attend the Meetings, personally or through a legal representative. In this case, the legal representative shall validate its personality through Proxy granted in accordance with the forms created by the Company and that shall be at the disposal of the shareholders, including the brokers in the Stock Exchange, during the term indicated by the Law. The forms shall contain the following requirements: (a) clearly name the Company and the Agenda without being able to include under the title “General Matters”, the items referred to by the applicable law, and (b) a space for including the instructions for exercising the Power of Attorney indicated by the grantor of such Power of Attorney.
The Secretary of the Board of Directors shall verify that this Article is observed and shall inform the Meeting thereof.
ARTICLE 16. INSTALLATION OF THE SHAREHOLDERS’ MEETINGS.- The General Ordinary Shareholders’ Meeting shall be considered legitimately installed in its first notice, if at least 50% of the total number of voting shares representing the Capital Stock are present thereat. In the event of a second notice, the General Ordinary Shareholders’ Meeting shall be deemed installed regardless of the number of voting Shares that are present thereat. The General Extraordinary Shareholders’ Meeting shall be considered legitimately installed in its first notice, if at least three fourths of the total number of voting shares representing the Capital Stock are present thereat, and in the event of a second notice, if at least 50% per cent of the total number of voting shares representing the Capital Stock are present thereat.
ARTICLE 17. DEVELOPMENT OF THE SHAREHOLDERS’ MEETINGS.- The Meeting shall be chaired by the Chairman of the Board of Directors. In the absence of the Chairman, the Meeting shall be chaired by the Shareholder appointed by the absolute majority of those present. The Secretary of the Meeting shall be the person who is the Secretary of the Board of Directors or in his absence, the person appointed by the majority of the shareholders and proxies present thereat. The Chairman of the Board of Directors shall appoint two Tellers, having the possibility of doing so in writing once the call for the Meeting is published. In the case of absence of the Tellers so appointed, a new designation may be made. The Tellers present at the Meeting shall determine, with the documentation available and the Attendance List formulated for said effect, the number of legally represented shares. If by any reason the Agenda was not totally discussed in the date for which the Meeting had been called, such Meeting shall continue to be open during the immediate following days and until all items on the Agenda are dealt with.
The Shareholders owning shares with voting rights, including in a limited or restrictive form, duly represented in the Meeting and that represent at least 10% (ten percent) of the Capital Stock subscribed and paid, shall have the right to request the deferral of the voting on any matter for which they considered themselves not to be well informed, abiding to the terms and conditions indicated by applicable law.
ARTICLE 18. VOTING RIGHTS AND QUOROUM OF THE SHAREHOLDERS’ MEETINGS.- In all Meetings, each common ordinary share shall be entitled to one vote. This principle shall be subject to applicable legal provisions and to the provisions of these by-laws, with exception to those cases of shares temporarily re-acquired by the Company as referred to in numeral I of Article 7; to the non-voting shares, as well as to, or with the limitation to other corporate rights, and any shares with limited vote in accordance with the applicable law and the resolutions of the Shareholders’ Meeting in which its issuance has been approved; as well as to those cases contemplated by numeral II of Article 7 and Article 10 of these by-laws.
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In all Ordinary Shareholders’ Meetings, the resolutions shall be valid with the affirmative vote of the majority of the votes of the voting- shares present thereat. In the Extraordinary Shareholders’ Meetings, the resolutions shall only be valid if approved by the affirmative vote of the voting-shares representing at least (50%) fifty per cent of the Capital Stock with voting rights, except in the case of amendments to Articles 7 (except for the acquisitions of own shares), 10, and 22, in which itshall be required to obtain approval of (75%) seventy-five percent of the voting shares as well as those cases that in accordance with the Law, require a special quorum. It shall be leftto the Tellers, who shall sign the respective minute, to verify that the quorums so indicated are complied with. The Shareholders, Owners of shares with voting rights, including in a limited or restrictive form, that represent at least 20% of the Capital Stock subscribed and paid, shall have the right to judicially oppose to the resolutions of the General Meetings, regarding those items where they have voting rights, whenever the provisions stated in applicable law, for these purposes, are observed.
ARTICLE 19. INTEGRATION OF THE BOARD.- The Board of Directors shall be composed of a maximum of twenty-one (21) Regular Board Members, where at least 25% (twenty-five percent) must be independent in accordance with the applicable Law. A Shareholders’ Meeting may designate Alternate Board Members. The Alternate Board Members shall become part of the Board of Directors only in such cases of temporary or permanent absences of the Regular Board Members. The person appointed as Chairman of the Board of Directors shall be designated by the Shareholders’ Meeting; in case of death, resignation or declaration of total disability or absence, without prejudice to the powers of the Shareholders’ Meeting, the Board of Directors shall appoint a Chairman. The person who holds the position of Chairman of the Board, will not hold the office of Chief Executive Officer of the Company. The Shareholders’ Meeting or the Board of Directors shall designate the Secretary, who will not be a Board Member and, if agreed, its Alternate may be elected. The Board Members, Regular or Alternate, shall remain in their position, even if their term has expired or because of their resignation, up until 30 days from such event. In case any of the Board Members is absent, or the appointed one does not take charge of such appointment, and no alternate has been appointed, or such alternate does not take charge of such appointment, the Board of Directors may appoint provisional members, without the intervention of the Shareholders’ Meeting, who shall ratify such appointments or appoint the substitute members in the next Meeting from such event. The Alternate Board Members, in the order in which they were appointed, shall substitute the Regular Members; in case the number of Alternate Board Members designated is less than the number of Board Members, each Alternate Board Member shall substitute the Board Member that corresponds according to the designation order of the Alternate Board Members, and once the Alternate Board Members have been appointed, this procedure shall be repeated until designating each Board Member its own Alternate Board Member, under which cases an Alternate Board Member can have that character with respects to one or more Regular Board Members, in the understanding that Alternate Board Members of Regular Board Members who are independent must have that same character. The Regular Board Members can only be substituted in their absences by the Alternate Board Member that corresponds in accordance to the designation.
The independent Board Members and their Alternates must be appointed in accordance with the dispositions of the applicable Law and these by-laws, and those who cease to have such character must notify the Board of Directors in its next Meeting at the latest.
ARTICLE 20. MINORITY RIGHTS IN THE APPOINTMENT OF THE BOARD.- All shareholders owning shares with voting rights, including limited and restricted, who individually or jointly own 10% of the Capital Stock of the Company, shall have the right to appoint and revoke, in the General Shareholders Meeting, a member of the Board of Directors. Such appointment may only be revoked by the other shareholders when all the other appointments of the members are revoked, in which case, the substituted persons may not be appointed with such character during the next twelve months following the date of such revocation. In such case, the minority shareholders must refrain from taking part in the election of the Board referred to by Article 19 of the by-laws, limiting their actions to appointing by majority of votes, a member of the Board of Directors.
ARTICLE 21. HONORARY CHAIRMAN.- The General Shareholders Meeting may, through a resolution, appoint as Honorary Chairman of the Company a person that deserves such appointment due to his achievements within the Company. The Honorary Chairman must keep confidential the information or matters of the Company that he is aware of, when such information is not of public domain. The Honorary Chairman shall not be subject to the responsibilities established in the applicable law for Board members and Relevant Executives; he shall have voice without vote whenever he attends to the Meetings of the Board of Directors, The Honorary Chairman may not adopt resolutions that transcend in a significant way the administrative, financial, operational or legal situation of the Company or corporate group to which it belongs.
ARTICLE 22.
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RESTRICTION TO BECOME A BOARD MEMBER.- The following persons cannot be Board Members of the Company: a) Persons with no legal capacity.- b) Persons who, in accordance with the Law, may not engage in commercial transactions; c) Those who, during the twelve months immediately preceding the election, have held a position as external auditors of the Company or any of the companies part of the corporate group; d) Those who have been substituted in their appointment by revocation, in which case they cannot be appointed with such character during the twelve months following the date of revocation; e) Those who have past due obligations with the Company not duly guaranteed; f) Those, including any of their Relatives, who during the fiscal year immediately preceding the election (either with or without interruptions) have held a position in, acted as representatives or attorneys-in-fact in any form of, have been shareholders or have participated (directly or indirectly) in 5% or more of the Capital Stock or assets of, or have rendered services through any form to: persons or entities (either incorporated or not) (except those companies in which CEMEX, S.A.B de C.V. has direct or indirect participation with a minimum of 40% of the Capital Stock) and whose activity is related to the production or distribution of cement or its derivatives (persons or entities includes those that at the same time are shareholders or participate in the management, either directly or indirectly, of the person or entity dedicated to the above mentioned activity, and also those in which the latter is a shareholder or participate in the management, either directly or indirectly), or g) Those who have participated in an act that implicates a violation to the by-laws, Laws and applicable rules. Board members who, after being appointed, are found to be in one of the cases or situations described above, shall have to renounce and shall not be able to perform their functions again, except with a new election and after the restriction has been eliminated.
ARTICLE 23. BOARD MEETINGS.- The Board of Directors shall gather at least four times during each fiscal year. Meetings of the Board of Directors may be held using electronic, optical or any other technological means, as if such meetings were held in person. Some or all attendees may participate in person or using electronic, optical or any other technological means, and each such meeting shall have the same validity. All the resolutions adopted using electronic, optical or any other technological means will have, for all legal purposes, the same validity as those adopted by the members of the Board gathered in person, provided they are confirmed in writing and signed by all attendees. The Chairman of the Board of Directors and of the Corporate Practices and Audit Committees, as well as 25% (twenty five percent) of the Board Members, can call a Board Meeting and include in the agenda such items as they consider pertinent.
The Company’s external auditor may be called to the Board of Director Meetings, as an invitee with voice but without vote, and shall abstain from being present during the discussion of those items on the agenda in which he has a conflict of interest or that could impair his independence as defined by the Law.
The Meeting shall be considered duly installed with the presence of the majority of the Board Members, who shall make their decisions by an absolute majority of the Board Members there present. Minutes shall be drawn up for each of the Meetings of the Board, which shall contain the topics and items discussed; said minutes must be signed by the Chairman and Secretary who acted as such during said Meeting. The Board may adopt resolutions without a Meeting through the unanimous consent of its members. Such resolutions shall be confirmed in writing.
All information presented to the Board of Directors, whether of the Company or of its controlled entities, shall be signed by the persons responsible for its content and drafting.
ARTICLE 24. FACULTIES OF THE CHAIRMAN OF THE BOARD.– The Chairman of the Board of Directors shall have, except for any modifications, restrictions or additional responsibilities that the General Shareholders’ Meeting or the Law may determine, the following faculties, obligations, attributions, and powers: I.- Execute or procure the execution of the resolutions of the General Shareholders’ Meetings and the Board of Directors, doing anything that is necessary or prudent in order to protect the Company’s interests, without affecting the faculties that the Shareholders’ Meeting, the Board or the Law may confer to the Chief Executive Officer. II.- Submit proposals to the Board of Directors regarding the independent directors that shall integrate the Corporate Practices and Audit Committees, as well as the provisional directors that shall be designated by the Board, if necessary. III.- Chair the Shareholders’ Meetings and the Board Meetings, having a casting vote in the Board’s Resolutions in the case of a tie. IV.- Prepare, sign and publish the calls for the General Shareholders’ Meetings and summon the Board of Directors’ Meetings. V.- Represent the Company before any type of authority, company or individual. Any absence of the Chairman shall be covered by the Board Member appointed by the Board of Directors.
ARTICLE 25. APPOINTMENT OF THE SECRETARY OF THE BOARD.- In case the Shareholders’ Meeting does not assign it, the Board of Directors shall appoint a Secretary, who may not be a Board Member and who shall be subject to the obligations and responsibilities established by the Law, being this appointment revocable at any time.
ARTICLE 26. DUTIES AND RESPONSIBILITIES OF THE BOARD MEMBERS.- The General Ordinary Shareholders’ Meeting may establish the obligation thatthe Board Members and Secretary of the Board, the Chief Executive Officer and the Relevant Executives referred to by the applicable Law, grant a guarantee to cover the liabilities in which they may incur as a result of the performance of their position.
The Board Members shall perform their duties in a value-creating manner for the benefit of the Company, without favoring a specific shareholder or group of shareholders, and shall therefore act diligently and in good faith by adopting informed decisions; and shall comply with their duty of care and loyalty, abstaining from engaging in illicit acts or activities, as established by the applicable Law.
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The liability for breach of these fiduciary duties or for engaging in illicit acts or activities shall consist of indemnifying the Company for the damages and costs suffered, and the responsible individuals shall be removed from their positions as established by applicable Laws.
With respect to liabilities arising from the breach of the duty of care, and only when the relevant acts were not done willfully, in bad faith or are not illegal, indemnities or insurance may be contracted for the Board Members or the Secretary. In no other case may such indemnity or insurance be granted or contracted.
The right to bring actions based on the breach of the fiduciary duties or on the committing of illicit acts or activities as established by the Law, shall be exclusively on behalf of the Company or of the individual who is controlled by the Company or in which the Company has significant influence, that suffers the economic damage, and may be enforced by the Company, through the resolution previously adopted in the General Extraordinary Shareholders’ Meeting, or by the shareholders who, individually or in group, hold voting shares, including shares with limited or restricted voting rights, that represent 5% or more of the Company’s Capital Stock, with disregard of the fulfillment of the requirements established by the General Corporations Law (Ley General de Sociedades Mercantiles) for suing management for their civil liability. With respect to liability claims brought on behalf of controlled companies or of those where the Company has substantial influence, these shall be independent of other claims that should be brought under the General Corporations Law (Ley General de Sociedades Mercantiles), and if such claims are brought by the Sociedad Anónima Bursátil, the prior approval by the General Extraordinary Shareholders’ Meeting shall be required. In the event that the shares representing the Capital Stock of the Company are placed among the public through credit instruments representing such shares, issued by fiduciary institutions under a trust, the right to bring the liability claim shall correspond to the fiduciary institution and to the holders of such instruments that represent 5% or more of the Company’s Capital Stock.
ARTICLE 27. RESPONSIBILITIES OF THE BOARD.- It is the responsibility of the Board of Directors to:
I.- Establish the general strategies for conducting the Company’s business and other companies controlled by it.
II.- Monitor the managing and handling of the Company and of the other companies controlled by it, considering the importance that the latter have in the financial, administrative and legal situation of the Company, as well as the performance of the Relevant Executives.
III.- Approve, with the prior opinion of the Audit or Corporate Practices Committees: A) The policies and guidelines for the use of the Company’s assets and the assets of other companies controlled by it, by related parties. B) Each related party transaction that the Company or other companies controlled by it plan to enter into. C) Transactions that are executed, either simultaneously or successively, that may be considered as one single transaction given their characteristics, and that the Company or the companies controlled by it plan to enter into, during a fiscal year, when these are unusual or non-recurrent, or else, when their total value represents, based on numbers corresponding to the end of the immediately preceding quarter in any of the following scenarios: 1. The purchase or sale of assets with a value equal or greater than 5% of the consolidated assets of the Company. 2. The granting of guarantees or the assumption of liabilities for a total sum equal or greater than 5% of the consolidated assets of the Company. Investments in debt securities or financial instruments shall not be covered by this provision whenever these are made in accordance with the policies that for such purpose are issued by the Board of Directors. D) The appointment, election, and, as the case may be, removal of the Chief Executive Officer of the Company, and its compensation, as well as the policies for the appointment and compensation of other Relevant Executives. E) The policies for extending credit or personal guarantees to related parties. F) Waivers granted so that a Board Member, Relevant Executive or any other individual with power to command, can take personal advantage or for third parties of corporate opportunities belonging to the Company or to other companies controlled by it or where the Company has substantial influence. Waivers for transactions with a total value less than what is mentioned in Section C) of this numeral III may be delegated to the Audit and Corporate Practices Committees. G) The guidelines with respect to internal controls and the internal audit of the Company and of the other companies controlled by it. H) The accounting policies of the Company, adjusting them to the accounting principles recognized or issued by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). I) The Company’s financial statements. J) The hiring of the firm that shall render the external audit services and, if applicable, of additional or complementary services.
IV.- Present to the General Shareholders’ Meeting held after the end of the fiscal year: A) the annual report regarding the activities of the Audit and Corporate Practices Committees. B) The report prepared by the Chief Executive Officer, according to the Law, together with the report of the external auditor. C) The Board of Director’s opinion regarding the content of the Chief Executive Officer’s report mentioned in the preceding section. D) The report mentioned in Article 172, section b) of the General Corporations Law (Ley General de Sociedades Mercantiles), which contains the main accounting and information policies and criteria to be used in preparing the financial information. E) The report on the activities and transactions in which it intervened as required by the applicable Law.
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V.- Follow-up on the main risks to which the Company and the other companies controlled by it are exposed, identified based on the information presented to the committees, the Chief Executive Officer and the firm that serves as external auditor, as well as the accounting, internal control and internal audit, registry, archive or information systems of the Company or the other companies controlled by it. This task may be done through the conduit of the Audit and Corporate Practices Committee.
VI.- Approve the policies for information and communication with shareholders and the market, as well as with the Board Members and Relevant Executives, in order to comply with the Law.
VII.- Determine the corresponding course of action in order to correct any irregularities it is aware of and to implement the applicable corrective measures.
VIII.- Establish the terms and conditions to which the Chief Executive Director shall abide in the exercise of its powers of administration.
IX.- Order the Chief Executive Officer to disclose to the public those material events that it has knowledge of.
X.- Manage the businesses and assets of the Company, with full management power, under the terms of Article 2,554 (two thousand five hundred and fifty-four), Second paragraph of the Federal District Civil Code (Código Civil para el Distrito Federal), and its correlative Article 2,448 (two thousand four hundred and forty-eight) of the State of Nuevo Leon.
XI.- Perform the domain over movable and real estate assets of the Company, as well as over their real and personal rights, under the terms of the third paragraph of Article 2,554 (two thousand five hundred and fifty-four) of the Federal District Civil Code (Código Civil para el Distrito Federal) and its correlative article 2,448 (two thousand four hundred and forty- eight) of the Civil Code for the State of Nuevo Leon (Código Civil para el Estado de Nuevo León)
XII.- Represent the Company before any type of administrative or judicial authorities of the Municipality, State or Country, as well as before the labor authorities or any other authority, or before arbitrators, with a vast power, including those faculties requiring a special clause according to the Law, under the provisions of the first paragraph of Article 2,554 (two thousand five hundred and fifty-four) of the Federal District Civil Code (Código Civil para el Distrito Federal) and its correlative Article 2,448 (two thousand four hundred and forty-eight) of the Civil Code for the State of Nuevo Leon (Código Civil para el Estado de Nuevo León), and file legal suits, complaints and criminal accusations, being also able to act as a civil party in criminal cases, and grant remission, as well as to present Juicios de Amparo and waive the Company’s rights under them; as well as represent the company in trials or labor proceedings before the Federal and Local Boards of Conciliation and Arbitration (Juntas Federales y Locales de Conciliación y Arbitraje), Labor Courts and/or Tribunals of the Federal Judicial Power, State Courts, Federal Centers for Conciliation and Labor Registry (Centros Federales de Conciliación y Registro Laboral), Centers for Conciliation in Labor Matters, the Secretariat of Labor and Social Security (Secretaría del Trabajo y Previsión Social) and all Labor Authorities in general, under the terms and for the broadest purposes of the Federal Labor Law (Ley Federal del Trabajo).
XIII.- Grant and subscribe credit instruments on behalf of the Company, contribute with movable and real estate assets of the Company to other companies, and subscribe shares or take a participation in other companies, with the exception of those restrictions established by the applicable Law.
XIV.- Grant avales, bonds, and generally guarantee, even with mortgage or pledge, third party duties with or without counter benefits, and therefore execute credit instruments contracts and other documents that are necessary for the granting of said guarantees, with the exception of those restrictions established by the applicable Law.
XV.- Monitor compliance with the resolutions of the Shareholders’ Meetings.
XVI.- Grant or deny the authorizations referred to in article 7 of these by-laws.
XVII.- Any other responsibility established by the Law in accordance with the functions that the Law grants to the Board of Directors and that are not reserved for the General Shareholders’ Meeting.
Approval from the Board of Directors shall not be required for the following transactions, each individually, entered between related parties and the Company or the companies controlled by it, if such transactions adhere to the policies and guidelines approved by the Board of Directors for such purpose: (a) those transactions that, based on their value, are not material to the Company or those companies controlled by it; (b) transactions entered into by the Company and the companies controlled by it or companies where the Company has substantial influence or entered by any of latter, whenever such transactions are part of the Company’s business scope or are considered made at market prices or supported on valuations made by external specialized firms; and (c) transactions with employees, whenever these are entered under the same conditions as with other clients or as a result of the rendering of general professional services.
The Board of Directors may only delegate its faculties under numerals X, XI, XII, XIII, and XIV above, and the attorneys-in-fact to whom they delegate those faculties are hereby duly authorized to delegate once more the faculties that have been delegated to them; with respect to section F) of numeral III, delegation shall be made as established therein, all other faculties correspond exclusively to the Board of Directors.
ARTICLE 28. CHIEF EXECUTIVE OFFICER.- The management, direction and execution of the business of Company and of the companies controlled by it shall be the responsibility of the Chief Executive Officer, who shall abide to the strategies, policies and guidelines approved by the Board of Directors.
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The Chief Executive Officer shall have the signature of the Company, and shall have the following faculties, duties and obligations: I.- Represent the Company with general powers for act of administration, to manage the businesses and corporate assets with the ampleness of the second paragraph of Article 2554 of the Federal District Civil Code (Código Civil para el Distrito Federal) and its correlative Articles in the Civil Codes of any and all States of the Republic of Mexico, and Article 10 of the General Corporations Law (Ley General de Sociedades Mercantiles). II.-Represent the Company with general power for lawsuits and collections, with all the general and special powers requiring special power or clause, without any limitation whatsoever, with the ampleness of the first paragraph of Article 2554 and 2587 of the Federal District Civil Code (Código Civil para el Distrito Federal), and its correlative Articles in the Civil Codes of any and all States of the Republic of Mexico, as well as the power to represent the Company in labor disputes, with the attributions, obligations and rights prescribed in the Federal Employment Law (Ley Federal del Trabajo). III.- Execute acts of domain over the corporate assets, as well as over their personal and real rights, whether movable or real estate assets pursuant to the terms of the third paragraph of Article 2554 of the Federal District Civil Code (Código Civil para el Distrito Federal) and the correlative Article 2448 of the State of Nuevo Leon. IV.- Represent the company in trials or labor proceedings before the Federal and Local Boards of Conciliation and Arbitration (Juntas Federales y Locales de Conciliación y Arbitraje), Labor Courts and/or Tribunals of the Federal Judicial Power, State Courts, Federal Centers for Conciliation and Labor Registry (Centros Federales de Conciliación y Registro Laboral), Centers for Conciliation in Labor Matters, the Secretariat of Labor and Social Security (Secretaría del Trabajo y Previsión Social) and all Labor Authorities in general, under the terms and for the broadest purposes of the Federal Labor Law (Ley Federal del Trabajo). V.- Exercise the voting rights of those shares issued by those subsidiaries owned by the Company, complying with the Law. VI.- Organize, manage and direct the personnel and the assets and businesses of the Company as instructed by the Board and to collect and make payments. VII.- Enter into agreements, execute credit instruments that are to be issued, accepted, endorsed or guaranteed, and all other documents related to his attributions, and execute those acts that are required for the ordinary course of business whenever they abide to the policies and guidelines that are approved by the Board of Directors for such purposes. VIII.- Designate the Relevant Executives that shall assist him in the exercise of his functions and due fulfillment of his obligations, as well as any other employees he deems convenient. IX.- Grant and revoke general and special powers, as well as to delegate, all or part of his faculties, including the power to authorize the attorney-in-fact to whom he delegated Powers so that the latter can likewise delegate the faculties he deems convenient, including such power of delegation. X.- All other faculties, obligations and responsibilities established by the Law and that are not reserved to the General Shareholders’ Meeting or to the Board of Directors. The Board of Directors may broaden or restrict the faculties of the Chief Executive Officer.
The Chief Executive Officer and Relevant Executives shall conduct their positions in a manner that looks after the creation of value for the Company, without favoring a specific shareholder or group of shareholders. For this purpose they shall act with due diligence, making informed decisions and complying with the duties imposed by the Law or these by- laws. The Chief Executive Officer and the Relevant Executives shall be responsible for damages and losses caused to the Company or to other companies controlled by it, as determined by the Law.
With respect to liabilities arising from the breach of the duty of care, and only when the relevant acts were not done willfully, in bad faith or are not illegal, indemnities or insurance may be contracted for the Chief Executive Officer and the Relevant Executives. In no other case may such indemnity or insurance be granted or contracted.
ARTICLE 29. MANAGING POSITIONS.- The Chief Executive Officer may appoint and remove the Relevant Executives of the Company and of the entities that together with the Company form the Business Group, and set their integral compensation, in accordance with the policies agreed by the Board of Directors. The Chief Executive Officer may delegate the powers granted to him to the Relevant Executives empowering them to delegate their powers as well. The Relevant Executives shall report directly to the Chief Executive Officer, who shall distribute among them the various roles that they are taking, the Relevant Executives will have the authorities granted to them in the corresponding powers of attorney.
ARTICLE 30. FACULTIES OF THE SECRETARY OF THE BOARD.- The Board may designate, among its Members, one or more delegates for executing specific acts. The Secretary of the Board of Directors shall have the following faculties, obligations and attributions:
A).- Draft, sign and publish the calls and notifications for the Shareholders’ Meetings, and if applicable, call the Meetings of the Board of Directors and of the Corporate Practices and Audit Committees.
B).- Participate with voice, but without vote, in the Board of Director Meetings.
C).- Maintain the confidentiality of the information and issues that he becomes aware of as part of his position in the Company, when such information and issues are not deemed public.
D).- Attend all of the General Shareholders’ Meetings and Board of Director Meetings, draft and sign the corresponding minutes, and keep the Minute Books of the General Shareholders’ Meetings and Board of Director Meetings as established by Law.
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E).- Sign the minutes prepared in such Meetings, as well as authenticate such acts or resolutions contained in such minutes for all applicable legal effects.
F).- Act as the special designated representative of the Company to appear before a notary public and obtain the complete or partial protocolization of the minutes prepared at the General Shareholders’ Meetings and the Board of Director Meetings.
G).- Issue any required proofs or authentications of the legal representation of the Company and of records inserted in the Shareholder Ledger.
ARTICLE 31. COMMITTEES.- To fulfill its responsibilities, the Board of Directors shall be assisted by the Audit and Corporate Practices Committees, which shall be only comprised of independent directors and at least with three of such directors as appointed by the General Shareholders’ Meeting or by the Board of Directors, as per the proposal made by the Chairman of such Board.
The Board of Directors may establish one or more additional committees to assist it in the performance of its functions. Any such committees shall be conformed by a minimum of three members of the Board of Directors appointed by the Ordinary General Shareholders Meeting or by the Board of Directors, at the proposal of the chairman of said corporate body. The Board of Directors shall determine the powers, obligations, authority and operation of said committees.
The committees’ meetings may be held using electronic, optical or any other technological means, as if such meetings were held in person. Some or all attendees may participate in person or using electronic, optical or any other technological means, and each such meeting shall have the same validity. All the resolutions adopted using electronic, optical or any other technological means will have, for all legal purposes, the same validity as those adopted by the members of the committee gathered in person, provided they are confirmed in writing and signed by all attendees.
The Chairman of the Audit and Corporate Practices Committees shall be appointed and removed from office exclusively by the General Shareholders’ Meeting, and shall not be able to chair the Board of Directors. The Secretary of the Board of Directors shall also be the Secretary of the Audit and Corporate Practices Committees, but he shall not be a member of such Committees.
The Chairmen of the Audit and Corporate Practices Committees may call Board of Director Meetings and insert in the agenda the items they deem pertinent.
With respect to corporate practices, the Committee shall: (a) Provide its opinion to the Board of Directors with respect to those issues that are relevant to it, as provided by the Law. (b) Request opinions from independent experts whenever it deems it necessary for the efficient performance of its duties o whenever required by Law; (c) Call General Shareholders’ Meetings and insert in such Meetings’ agendas those items that it deems pertinent. (d) Assist the Board of Directors in preparing the reports referenced in Article 28, section IV, letters d) and e) of the Mexican Securities Market Law. (e) Perform all other duties established by the Law or in these by-laws.
With respect to audit matters, the Committee shall: (a) Provide its opinion to the Board of Directors with respect to those issues that are relevant to it, as provided by the Law. (b) Evaluate the performance of the firm that renders the external audit services, as well as analyze the report, opinions or notices prepared and issued by the external auditor; to this effect, the Committee may request the external auditor’s presence whenever it deems it convenient, in addition to its duty to meet with the external auditor at least once a year. (c) Discuss the Company’s financial statements with the persons involved in their preparation and revision, and based on this, recommend the Board of Directors to approve or disapprove the financial statements. (d) Inform the Board of Directors about the condition of the internal control and internal audit systems of the Company and the companies controlled by it, including any irregularities that it detects, if so is the case. (e) Prepare the opinion referenced in Article 28, section IV, letter c) of the Mexican Securities Market Law and submit it to the Board of Director’s consideration, for its later presentation to the Shareholders’ Meeting, aiding itself with, among other things, the report of the external auditor; such opinion shall indicate, at the least: 1.- Whether the policies and accounting and information criteria followed by the Company are adequate and sufficient based on the particular circumstances of the Company. 2.- Whether such policies and criteria have been consistently applied to the information presented by the Chief Executive Officer. 3.-Whether, as the result of numbers 1. and 2. above, the information presented by the Chief Executive Officer reasonably reflects the financial results and condition of the Company. (f) Assist the Board of Directors in the preparation of the reports referenced in Article 28, section IV, letters d) and e) of the Mexican Securities Market Law. (g) Supervise that the transactions referenced in Articles 28, section III and 47 of the Mexican Securities Market Law are conducted in compliance with the Law and with the policies issued as per such legal dispositions. (h) Request opinions from independent experts whenever it deems it necessary for the efficient performance of its duties o whenever required by Law. (i) Request from the Relevant Executives and any other employees of the Company or other companies controlled by it, any reports related to the preparation of financial information or any other report that he deems necessary for performing its duties. (j) Investigate possible non-compliance that he is aware of, with the operations, guidelines and policies, internal control, internal audit and accounting record systems, whether by the Company or any other
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company controlled by it; to this effect, it shall conduct the examination of the documents, files and any other evidence, to the extent this is necessary to perform such surveillance. (k) Receive any observations made by the Shareholders, Directors, Relevant Executives, employees, and any other third party, with respect to the matters described in letter (j) above, and take any action that, under its judgment, may be taken as a result of such observations. (l) Request periodic meetings with the Relevant Executives, as well as the submittal of information related to the internal control and internal audit of the Company or other companies controlled by it. (m) Inform the Board of Directors of any material irregularities it detects during the performance of its duties and, if applicable, of the corrective actions adopted or suggest such actions that must be adopted. (n) Call Shareholder Meetings and request the inclusion in the agenda of those items that it deems pertinent. (o) Monitor that the Chief Executive Officer performs the resolutions adopted at the Shareholders’ Meetings and the Board of Director Meetings, based on the instructions that, for such purposes, are dictated by such Meetings. (p) Monitor the establishment of mechanisms and internal controls that allow verifying that acts and transactions of the Company and other companies controlled by it are in compliance with the applicable Law, as well as implement methods that enable reviewing compliance of the aforementioned duties. (q) Perform all other duties established by the Law or in these by- laws pursuant to the responsibilities provided herein.
The annual report on the Audit and Corporate Practices Committees’ activities shall be prepared by the Chairmen of such Committees and presented to the Board of Directors.
The Audit and Corporate Practices Committees shall gather as many times as necessary, having the right to call such meetings the Chairman of the Board of Directors, 25% of the Board Members, the Chief Executive Officer, or the Chairman of such Committee. The decisions shall be made by majority of votes, having the Chairman a deciding vote in case of a tie; and it shall require the attendance of the majority of its members in order to have a valid meeting. The Alternates of those Directors members of the Audit and Corporate Practices Committee, shall also have the same position regarding the integration of this Committee.
In those Committee meetings where the Chairman and/or Secretary were absent, the attending members shall appoint among them, by majority vote, those who shall act as Chairman and Secretary for that particular meeting.
The Committees shall keep a minute book of their meetings, where the minutes of every meeting shall be kept with the signature of whoever acted as Chairman and Secretary.
One single Committee may perform the functions of both, the Audit and the Corporate Practices Committees.
ARTICLE 32. COMPENSATION OF THE BOARD.- The Members of the Board of Directors and their Alternates, as well as the members of the Audit and Corporate Practices Committees, and other committees as auxiliary bodies of the Board of Directors, shall be remunerated for their services in the amounts determined by the General Shareholders’ Meeting.
ARTICLE 33. SURVEILANCE OF THE COMPANY.- The surveillance of the management and execution of the Company’s business shall be the responsibility of the Board of Directors, through the Audit and Corporate Practices Committee, as well as through the firm performing the external audit of the Company, each within the scope of their attributions. The Audit and Corporate Practices Committee, and the firm performing the external audit of the Company, shall perform those activities in accordance with the duties that the applicable Law imposes on them.
ARTICLE 34. FISCAL YEARS.- The fiscal years shall have a duration of one (1) calendar year, starting from January 1st (first) through December 31 (thirty-first).
ARTICLE 35. USE OF NET PROFITS.- The net profits that are obtained annually shall be applied in the following order: 1.- An amount equal to 5% (five per cent) shall be set apart to form a fund for the Legal Reserve until such point as such Reserve amounts at least 20% (twenty per cent) of the Capital Stock. When for any circumstances the Legal Reserve is reduced, it shall be reconstituted in the form mentioned in this sub paragraph. 2.- An amount that the Shareholders’ Meeting deems appropriate shall be set apart to create special reserve or prevention funds. 3.- The remaining portion shall be distributed among the shareholders in proportion to the number of shares they own, corresponding an equal part to each share, except for the provisions contained in the Law or in the Shareholders’ Meeting approving their issuance, in the case of shares representing a special class. The payment of dividends shall be made in accordance with the Law.
ARTICLE 36. FOUNDERS.- The Founders shall not reserve for themselves any special participation in the profits of the Company.
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ARTICLE 37. LOSSES ALLOCATION.- Should there be any losses, they shall be allocated among the shareholders in proportion to their representation and up to the value of their respective shares, in accordance with the proportion that they represent from the paid and subscribed Capital Stock.
ARTICLE 38. DISSOLUTION OF THE COMPANY.- The Company shall be dissolved prior to its scheduled termination in the events described in subparagraphs II (second), III (third), IV (fourth) and V (fifth) of Article 229 (two hundred and twenty-nine) of the General Corporations Law (Ley General de Sociedades Mercantiles).
ARTICLE 39. LIQUIDATORS.- Once the Company has been dissolved, the Shareholders’ Meeting, shall designate three liquidators by majority of votes. The Shareholders’ Meeting shall establish the term within which said liquidators must complete their duties and shall set the compensation that they shall receive.
ARTICLE 40. BASES FOR LIQUIDATION.- The liquidators shall pass their resolutions by a majority of votes. The liquidation shall be made in accordance with the following bases: I.- Conclude all pending business in the manner best deemed appropriate by the liquidators. II.- The liquidators shall collect the credits, pay the debts and transfer the ownership of the assets of the Company as deemed necessary for such purpose. III.- The liquid assets that result from the final balance sheet to be produced by the liquidators, approved by the Shareholders’ Meeting, shall be distributed among the shareholders, either by distribution in kind or selling them and distributing the product of the sale or executing on them any other transaction approved by the General Shareholders’ Meeting, without harming any rights corresponding to special classes of shares, if any. The distribution of the liquid assets shall be made in proportion to the amount of issued Capital Stock, without affecting the preferential rights that correspond to special classes of shares.
ARTICLE 41. LIQUIDATION OF THE COMPANY.- The General Shareholders’ Meeting shall have, during the term of liquidation, the necessary powers to determine the rules that, in addition and amendment to the rules set forth in this public deed, shall govern the acts of the liquidators, having the power to revoke their designation and appoint new liquidators. The Shareholders’ Meeting shall be called during the liquidation by any of the liquidators.
ARTICLE 42. CANCELLATION OF LISTING ON THE NATIONAL REGISTER OF SECURITIES.- In the event that the Company requests the cancellation of the listing of its shares on the Securities Section of the National Register of Securities, the prior approval of the General Extraordinary Shareholders’ Meeting, with the favorable vote of the shares, with or without voting rights, that represent 95% of the Company’s Capital Stock, shall be required. It shall also be necessary to make a public tender offer, which shall be made at the price, terms and conditions established by the Law or determined by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) through its regulations.
The Company shall create a trust, for a period of at least six month as of the date of such cancellation, with enough funds to purchase, at the same offered price, the shares of those investors who did not tender at such offer.
The Board of Directors shall inform to investors and the public, through the stock exchanges where the Company’s securities are traded and in compliance with the conditions established by such stock exchanges, its opinion with respect to the price of the offer.
Transitory Article 1.- Individuals or corporations that, as of April 25, 2002, date in which the General Extraordinary Shareholders’ Meeting approved the amendment to several Articles of the by-laws of CEMEX, S.A. de C.V., are covered by the amendments to Articles 7 or 10, shall have 6 (six) months, starting the date such Meeting was held, to comply with the authorizations, notifications and other formalities referred to in such amended Articles 7 and 10, not being able to exercise the rights inherent to such shares until such formalities are not strictly complied with.
Transitory Article 2.- For all applicable legal effects, the amendments to the various Articles of the by-laws of CEMEX, S.A. de C.V., approved in the General Extraordinary Shareholders’ Meeting held on April 27, 2006, are subject to the condition that the new Mexican Securities Market Law (Ley del Mercado de Valores) published in the Mexican Federal Official Gazette on December 30, 2005, enters into force as per the condition described in such new Law, a publication of the amended and restated by-laws shall be made.
Transitory Article 3.- For the corresponding legal purposes, any mention of “signature” or “signatures” in these by-laws refers to signatures in the manner, form and method established by Mexican law in effect applicable in each case.”
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In relation to the Third Item on the Agenda, by majority vote in favor and with the opposing vote of 1´713,400 (one million, seven hundred thirteen thousand, four hundred) shares which represent 0.00% (zero point zero percent) of the votes present, the following Resolution was adopted:
EIGHTH: MR. ROGELIO ZAMBRANO LOZANO, MR. JAIME MUGUIRO DOMÍNGUEZ, MR. ROGER SALDAÑA MADERO, and MR. GUILLERMO FRANCISCO HERNÁNDEZ MORALES are appointed to appear, jointly or separately, before a Notary Public of their choice to record the minutes of this Extraordinary General Shareholders Meeting, notarize the restatement of the current Bylaws of Cemex, S.A.B. de C.V., and formalize and execute, in due time, the Resolutions adopted and cause their registration in the corresponding Public Registry of Commerce (Registro Público de Comercio), if necessary.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Cemex, S.A.B. de C.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cemex, S.A.B. de C.V. |
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| (Registrant) |
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| Date: March 26, 2025 |
By: | /s/ Rafael Garza Lozano | ||||
| Name: Rafael Garza Lozano | ||||||
| Title: Chief Comptroller | ||||||
Exhibit 2.6
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
As of the date of our annual report on Form 20-F of which this exhibit is a part, we have the following classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) the Series A common stock, with no par value (the “Series A shares”), (2) the Series B common stock, with no par value (the “Series B shares”), (3) Ordinary Participation Certificates (Certificados de Participación Ordinarios), (the “CPOs”), and (4) American Depositary Shares (the “ADSs”). Our CPOs are listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores; the “MSE”) under the symbol “CEMEXCPO.” Our ADSs are listed on the New York Stock Exchange under the symbol “CX.”
As of December 31, 2024, Cemex, S.A.B. de C.V. had outstanding 14,507,429,244 CPOs, 29,016,656,496 Series A shares (including Series A shares underlying CPOs) and 14,508,328,248 Series B shares (including Series B shares underlying CPOs), in each case including shares held by our subsidiaries.
Except as otherwise indicated or the context otherwise requires, the terms “Cemex,” “we,” “us” or “our” refer to Cemex, S.A.B. de C.V. and its consolidated entities.
Description of Common Stock
The following description of our common stock is a summary of the material terms of Cemex, S.A.B. de C.V.’s articles of association and by-laws (estatutos sociales) (the “By-Laws”) and applicable Mexican law in effect as of the date of our annual report on Form 20-F of which this exhibit is a part. Because it is a summary, it does not describe every aspect of our common stock, the By-Laws or Mexican law and may not contain all of the information that is important to you. References to provisions of the By-Laws are qualified in their entirety by reference to the full By-Laws, an English translation of which has been filed as an exhibit to our annual report on Form 20-F of which this exhibit is a part.
General
Pursuant to the requirements of Mexican corporations law, the By-Laws have been registered with the Mercantile Section of the Public Registry of Property and Commerce in Monterrey, Nuevo León, Mexico, under entry number 21, since June 11, 1920.
Cemex, S.A.B. de C.V. is an operating and a holding company engaged directly or indirectly, through its operating subsidiaries, primarily in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates, clinker and other construction materials, and Urbanization Solutions throughout the world. Cemex, S.A.B. de C.V.’s full corporate purpose can be found in article 2 of the By-Laws.
Cemex, S.A.B. de C.V. has two series of common stock: the Series A common stock, with no par value (“Series A shares”), which can only be owned by Mexican nationals, and the Series B common stock, with no par value (“Series B shares”), which can be owned by both Mexican and non-Mexican nationals. The By-Laws state that the Series A shares may not be held by non-Mexican individuals, corporations, groups, units, trusts, associations or governments that are foreign or that allow non-Mexican individuals or entities to have any interest in them or in which foreign governments or their agencies have any interest. The By-Laws also state that the Series A shares shall at all times account for a minimum of 64% of Cemex, S.A.B. de C.V.’s total outstanding voting stock and that the Series B shares shall at all times account for a maximum of 36% of Cemex, S.A.B. de C.V.’s total outstanding voting stock. Other than as described herein, holders of the Series A shares and the Series B shares generally have the same rights and obligations.
In 1994, Cemex, S.A.B. de C.V. changed from a fixed capital corporation to a variable capital corporation in accordance with Mexican corporation law. As a result, Cemex, S.A.B. de C.V. established a fixed capital account and a variable capital account and issued one share of variable capital stock of the same series for each eight shares of fixed capital stock held by any shareholder. Each of our fixed and variable capital accounts is comprised of Series A shares and Series B shares. Under the Mexican Securities Market Law and the By-Laws, holders of shares representing variable capital are not entitled to withdraw that capital.
Shareholder authorization is required to increase or decrease either the fixed capital account or the variable capital account. Shareholder authorization to increase or decrease the fixed capital account must be obtained at an extraordinary meeting of shareholders. Shareholder authorization to increase or decrease the variable capital account must be obtained at an ordinary general meeting of shareholders.
On April 29, 1999, Cemex, S.A.B. de C.V.’s shareholders approved a stock split, and for every one of Cemex, S.A.B. de C.V.’s shares of any series, Cemex, S.A.B. de C.V. issued two Series A shares and one Series B share. Concurrently with this stock split, Cemex, S.A.B. de C.V. also consummated an exchange offer to exchange new CPOs and new ADSs representing the new CPOs for Cemex, S.A.B. de C.V.’s then-existing Series A shares, Series B shares and ADSs, and converted Cemex, S.A.B. de C.V.’s then existing CPOs into the new CPOs. On June 1, 2001, the then- effective Mexican Securities Market Law was amended, among other things, to increase the protection granted to minority shareholders of Mexican listed companies and to commence bringing corporate governance procedures of Mexican listed companies in line with international standards.
On February 6, 2002, the Mexican National Securities and Banking Commission (Comisión Nacional Bancaria y de Valores) (“CNBV”) issued an official communication authorizing the amendment of the By-Laws to incorporate additional provisions to comply with the then new provisions of the then-effective Mexican Securities Market Law. Following approval from Cemex, S.A.B. de C.V.’s shareholders at the 2002 annual shareholders’ meeting, Cemex, S.A.B. de C.V. amended and restated the By-Laws to incorporate these additional provisions, which consisted of, among other things, protective measures to prevent share acquisitions, hostile takeovers, and direct or indirect changes of control.
On March 19, 2003, the CNBV issued new regulations designed to (i) further implement minority rights granted to shareholders by the then-effective Mexican Securities Market Law and (ii) simplify and consolidate in a single document provisions relating to securities offerings and periodic reports by Mexican-listed companies.
On April 24, 2003, Cemex, S.A.B. de C.V.’s shareholders approved changes to the By-Laws, incorporating additional provisions and removing some restrictions. The changes that are still in force are as follows:
| • | The limitation on Cemex, S.A.B. de C.V.’s variable capital was removed. Formerly, Cemex, S.A.B. de C.V.’s variable capital was limited to ten times Cemex, S.A.B. de C.V.’s minimum fixed capital. |
| • | Increases and decreases in Cemex, S.A.B. de C.V.’s variable capital now require the notarization of the minutes of the ordinary general shareholders’ meeting that authorize such increase or decrease, as well as the filing of these minutes with the Mexican National Securities Registry (Registro Nacional de Valores), except when such increase or decrease results from stock repurchases. |
| • | The cancelation of registration of our shares in the Securities Section of the Mexican National Securities Registry now involves an amended procedure, which is described below under “—Repurchase Obligation.” In addition, any amendments to the article containing these provisions no longer require the consent of the CNBV and 95% approval by shareholders entitled to vote. |
On December 30, 2005, the Mexican Securities Market Law was published to continue bringing corporate governance requirements of Mexican listed companies in line with international standards. This new law included provisions increasing disclosure information requirements, improving minority shareholder rights and strengthening corporate governance standards, including the introduction of new requirements and fiduciary duties (duties of care and loyalty) applicable to each director, officer, external auditor and major shareholder of publicly traded companies.
The law also provided that each member of the audit committee must be an independent director and required the creation of corporate governance committees integrated by independent directors as well. In addition, the law clarified directors’ duties, specified safe harbors for directors’ actions, clarified what is deemed as a conflict of interest and clarified what are the confidentiality obligations for directors.
Under the then new Mexican Securities Market Law, Cemex, S.A.B. de C.V. was required to adopt specific amendments to the By-Laws within 180 days of the effective date of the new law. Following approval from Cemex, S.A.B. de C.V.’s shareholders at its extraordinary shareholders’ meeting held on April 27, 2006, Cemex, S.A.B. de C.V. amended and restated the By-Laws to incorporate these amendments. The amendments to the By-Laws became effective on July 3, 2006. The most significant of these amendments were as follows:
| • | The change of its corporate name from Cemex, S.A. de C.V. to Cemex, S.A.B. de C.V., which means that it is now called a publicly traded company (sociedad anónima bursátil or S.A.B.). |
| • | The creation of a Corporate Practices Committee, which was a new committee of Cemex, S.A.B. de C.V.’s Board of Directors and which is comprised exclusively of independent directors. |
| • | The elimination of the position of statutory examiner (comisario) and the assumption of its responsibilities by the Board of Directors through the Audit Committee and the then new Corporate Practices Committee, as well as through the external auditor who audits Cemex, S.A.B. de C.V.’s financial statements, each within its professional role. |
| • | The express attribution of certain duties (such as the duty of loyalty and the duty of care) and liabilities on members of the Board of Directors as well as on certain senior executive officers. |
| • | The implementation of a mechanism for claims of a breach of a director’s or officer’s duties, to be brought by us or by holders of 5% or more of Cemex, S.A.B. de C.V.’s shares. |
| • | The Chief Executive Officer is now the person in charge of managing the company. Previously, this was the duty of the Board of Directors. The Board of Directors now supervises the Chief Executive Officer. |
| • | Shareholders are given the right to enter into certain agreements with other shareholders. |
On March 20, 2014, Cemex, S.A.B. de C.V. held an extraordinary shareholders’ meeting, at which its shareholders approved, among other items, the Board of Directors’ proposal to expand the corporate purpose of Cemex, S.A.B. de C.V. so that, aside from being a holding company, Cemex, S.A.B. de C.V. can undertake operating activities related to the production and commercialization of cement, ready-mix concrete and aggregates.
On March 26, 2015, Cemex, S.A.B. de C.V. held an extraordinary shareholders’ meeting, at which its shareholders approved, among other items, changes to the By-Laws, incorporating additional provisions and removing some restrictions. The changes, among other items, are the following: extend Cemex, S.A.B. de C.V.’s corporate existence for an indefinite period of time; adopt the electronic system established by the Ministry of Economy (Secretaría de Economía) for the publication of notices and other legal matters; remove a redundancy in minority rights; adopt additional considerations that Cemex, S.A.B. de C.V.’s Board of Directors shall consider in order to authorize purchases of 2% or more of shares; adopt provisions to improve corporate governance with respect to the presidency at shareholders’ meetings and corporate bodies; separation of roles of chairman of the board and Chief Executive Officer; include the possibility of electing an alternate secretary of the Board of Directors; authorization to formalize the restated By-Laws; and authorization to exchange the share certificates that represent Cemex, S.A.B. de C.V.’s then outstanding capital stock.
On March 28, 2019, Cemex, S.A.B. de C.V. held an extraordinary shareholders’ meeting, at which its shareholders approved, among other items, changes to articles 2 and 28 of the By-Laws, incorporating additional provisions and removing some restrictions. The changes, among other items, are the following: broadening Cemex, S.A.B. de C.V.’s corporate purpose, which would permit Cemex to transport goods; amending the provision regarding seaport related services for its marine terminals; the manufacture and commercialization of cement bags, etc.; and clarifying that Cemex, S.A.B. de C.V.’s Relevant Executives (as defined under the laws of Mexico) are entitled to indemnification and liability protection only for liability arising from the lack of diligence when acting in good faith and pursuant to our best interests.
On March 25, 2021, Cemex, S.A.B. de C.V. held an extraordinary shareholders’ meeting, at which its shareholders approved changes to Article 2 of the By-Laws to further broaden Cemex, S.A.B. de C.V.’s corporate purpose. The changes, among other things, adjust our written corporate purpose in order to allow us to conduct certain activities, directly or indirectly through third parties, in line with our current needs and corporate vision.
On March 24, 2022, Cemex, S.A.B. de C.V. held an extraordinary shareholders’ meeting, at which its shareholders approved changes to Article 2 of the By-Laws to detail Cemex, S.A.B. de C.V.’s corporate purpose so that it will list only those activities it currently carries out; and cease contemplating those activities it does not perform or that are already included in another part of the By-Laws.
On March 25, 2025, Cemex, S.A.B. de C.V. held an extraordinary shareholders’ meeting, at which its shareholders approved changes to Articles 23, 27, 28, 31 and 32, as well as the inclusion of a new transitional third article in the By-Laws that would: (i) allow Board of Directors and Board of Directors’ Committee meetings to be carried out using electronic, optical, or other technologies, and allow the form of corporate documents using electronic signature or similar means; (ii) authorize Cemex’s Board of Directors and Chief Executive Officer, respectively, to represent Cemex in courts and before authorities on labor related matters; and (iii) acknowledge that both members and alternate members of any of Cemex’s Board of Directors’ committees, including those committees of the Board of Directors whose existence is not required by law, will receive as remuneration for their services in the amounts determined by Cemex’s Ordinary General Shareholders Meeting.
Changes in Capital Stock and Preemptive Rights
Subject to certain exceptions discussed below, the By-Laws allow for a decrease or increase in its capital stock if it is approved by its shareholders at a shareholders’ meeting. Additional shares of Cemex, S.A.B. de C.V.’s capital stock, having no voting rights or limited voting rights, are authorized by the By-Laws and may be issued upon the approval of its shareholders at a shareholders’ meeting. The By-Laws provide that, subject to certain exceptions, shareholders have preemptive rights with respect to the class and in proportion to the number of shares of our capital stock they hold, in connection with any capital increase in the number of outstanding Series A shares, Series B shares or any other existing series of shares, as the case may be. Subject to certain requirements: (i) under article 53 of the Mexican Securities Market Law, this preemptive right to subscribe is not applicable to increases of Cemex, S.A.B. de C.V.’s capital through public offerings; (ii) under article 56 of the Mexican Securities Market Law, this preemptive right to subscribe is not applicable to shares we have repurchased and which we subsequently place with the public; (iii) under article 210-bis of the General Law of Negotiable Instruments and Credit Operations (Ley General de Títulos y Operaciones de Crédito), this preemptive right to subscribe is not applicable when issuing shares under convertible notes. Preemptive rights give shareholders the right, upon any issuance of shares by us, to purchase a sufficient number of shares to maintain their existing ownership percentages.
Pursuant to the By-Laws and applicable law, preemptive rights must be exercised within 15 days following the publication of the notice of the capital increase through the electronic system established by the Ministry of Economy (Secretaría de Economía) or, in its absence, in the Official Gazette of the State of Nuevo León (Periódico Oficial del Estado de Nuevo León) or in any major newspaper published and distributed in the state of Nuevo León, Mexico.
Holders of ADSs may be restricted in their ability to participate in the exercise of such preemptive rights.
Pursuant to the By-Laws, significant acquisitions of shares of Cemex, S.A.B. de C.V.’s capital stock and changes of control of Cemex, S.A.B. de C.V. require prior approval from Cemex, S.A.B. de C.V.’s Board of Directors. Cemex, S.A.B. de C.V.’s Board of Directors must authorize in advance any and each transfer of, creation of any encumbrance or lien on, or other transaction, that would result in any person or group of persons becoming a holder of or otherwise acquiring the right to vote 2% or more of Cemex, S.A.B. de C.V.’s voting shares of capital stock. Cemex, S.A.B. de C.V.’s Board of Directors shall consider the following when determining whether to authorize such transfer or other transaction in respect of voting shares: a) the type of investors involved; b) if stock prices may be affected or if the number of Cemex, S.A.B. de C.V.’s shares outstanding would be reduced in such way that marketability may be affected; c) whether the acquisition would result in the potential acquirer exercising a significant influence or being able to obtain control; d) whether all applicable rules and the By-Laws have been observed by the potential acquirer; e) whether the potential acquirers are our competitors or are persons or legal entities participating in companies, entities or persons that are our competitors and whether there is a risk of affecting market competition, or the potential acquirers could have access to confidential and privileged information; f) the morality and economic solvency of the potential acquirers; g) the protection of minority rights and the rights of our employees; and h) whether an adequate base of investors would be maintained. If Cemex, S.A.B. de C.V.’s Board of Directors denies the authorization, or the transfer had been authorized on the basis of false or incorrect information or information had been withheld or the requirements established in the By-Laws are not complied with, the persons involved in the transfer shall not be entitled to exercise the voting rights corresponding to the transferred shares, such shares shall not be taken into account for the determination of the quorums of attendance and voting at shareholders’ meetings and the transfers shall not be recorded or have any effect in our share registry and the registry undertaken by S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”), the Mexican securities depositary.
Any acquisition of shares of Cemex, S.A.B. de C.V.’s capital stock representing 30% or more of its capital stock by a person or group of persons requires prior approval from Cemex, S.A.B. de C.V.’s Board of Directors and, in the event approval is granted, the acquirer has an obligation to make a public offer to purchase all of the outstanding shares of Cemex, S.A.B. de C.V.’s capital stock.
In the event the requirements for significant acquisitions of shares of Cemex, S.A.B. de C.V.’s capital stock are not met, the persons acquiring such shares will not be entitled to any corporate rights (mainly voting rights) with respect to such shares, such shares will not be taken into account for purposes of determining a quorum for shareholders’ meetings, Cemex, S.A.B. de C.V. will not record such persons as holders of such shares in its share registry and the registry undertaken by Indeval shall not have any effect. The By-Laws require the stock certificates representing shares of its capital stock to make reference to the provisions in the By-Laws relating to the prior approval of Cemex, S.A.B. de C.V.’s Board of Directors for significant share transfers and the requirements for recording share transfers in its share registry. In addition, shareholders are responsible for informing Cemex, S.A.B. de C.V. within five business days whenever their shareholdings reach 5%, 10%, 15%, 20%, 25% and 30% of Cemex, S.A.B. de C.V.’s capital stock. If a person acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange Act of 20% or more in voting power of the outstanding voting stock of Cemex, S.A.B. de C.V., a change of control will be deemed to have occurred under the Credit Agreements, the indentures governing our Notes and other debt agreements of Cemex.
Cemex, S.A.B. de C.V. is required to maintain a share registry to record the names, nationalities and domiciles of all significant shareholders, and any shareholder that meets or exceeds these thresholds must be recorded in this registry if such shareholder is to be recognized or represented at any shareholders’ meeting. If a shareholder fails to inform Cemex, S.A.B. de C.V. of its shareholdings reaching a threshold as described above, Cemex, S.A.B. de C.V. will not record the transactions that cause such threshold to be met or exceeded in Cemex, S.A.B. de C.V.’s share registry, and such transaction will have no legal effect and will not be binding on Cemex, S.A.B. de C.V.
The By-Laws also require that its shareholders comply with applicable laws regarding acquisitions of securities and mandatory public disclosure of certain shareholders’ agreements.
Repurchase Obligation
In accordance with Mexican securities regulations, Cemex, S.A.B. de C.V. is obligated to make a public offer for the purchase of the entirety of its outstanding capital stock held by its non-controlling shareholders if Cemex, S.A.B. de C.V.’s registration with the Mexican securities registry is canceled, either by resolution of its shareholders or by an order of the CNBV. The minimum price at which we must purchase the stock is the higher of:
| • | the weighted average price per share based on the weighted average trading price of Cemex, S.A.B. de C.V.’s CPOs on the MSE during the latest period of 30 trading days preceding the date of the offer, for a period not to exceed six months; or |
| • | the book value per share, as reflected in the last quarterly report filed with the CNBV and the MSE before the date of the offer. |
Cemex, S.A.B. de C.V.’s Board of Directors shall prepare and disclose to the public through the MSE, within 10 business days after the day the public offer begins, and after consulting the Corporate Practices and Finance Committee, its opinion regarding the price of the offer and any conflicts of interests that each of its members may have regarding such offer. This opinion may be accompanied by an additional opinion issued by an independent expert that we may hire.
Following the cancelation of Cemex, S.A.B. de C.V.’s registration with the Mexican securities registry, it must place in a trust set up for that purpose for a six-month period an amount equal to that required to purchase the remaining shares held by shareholders who did not participate in the offer at the same price paid to the shareholders who did participate in the offer.
Shareholders’ Meetings and Voting Rights
Shareholders’ meetings may be called by:
| • | Cemex, S.A.B. de C.V.’s Board of Directors or the Corporate Practices and Finance Committee or Audit Committee; |
| • | shareholders representing at least 10% of outstanding and fully paid shares, by making a request to the Chairman of Cemex, S.A.B. de C.V.’s Board of Directors or to the President of Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee or Audit Committee; or |
| • | any shareholder (i) if no meeting has been held for two consecutive years or when the matters referred to in Article 181 of the General Law of Commercial Companies of Mexico (Ley General de Sociedades Mercantiles) (“LGSM”) have not been dealt with or (ii) when, for any reason, the required quorum for |
| valid sessions of the Corporate Practices and Finance Committee and Audit Committee was not reached and the Board of Directors failed to make the appropriate provisional appointments; or |
| • | a Mexican court of competent jurisdiction, in the event Cemex, S.A.B. de C.V.’s Board of Directors or the Corporate Practices and Finance Committee and Audit Committee do not comply with the valid shareholders’ request described above. |
Notice of shareholders’ meetings must be published through the electronic system established by the Ministry of Economy (Secretaría de Economía) or, in its absence, in the Official Gazette of the State of Nuevo León (Periódico Oficial del Estado de Nuevo León), Mexico or in any major newspaper published and distributed in the state of Nuevo León, Mexico. The notice must be published at least 15 days prior to the date of any shareholders’ meeting. The By-Laws require that all information and documents relating to the shareholders’ meeting be available to shareholders beginning the day the corresponding notice of shareholders’ meeting is published.
General shareholders’ meetings can be ordinary or extraordinary. At every general shareholders’ meeting, each qualified holder of Series A shares and Series B shares is entitled to one vote per share. Shareholders may vote by proxy duly appointed in writing. Under the CPO trust agreement, holders of CPOs who are not Mexican nationals cannot exercise voting rights corresponding to the Series A shares represented by their CPOs, in which case, the CPO trustee (as defined below) will vote the underlying Series A shares in the same manner as the holders of the majority of the voting shares.
An ordinary general shareholders’ meeting must be held during the first four months after the end of each of Cemex, S.A.B. de C.V.’s fiscal years. Among other matters, pursuant to Mexican law and the By-Laws, Cemex, S.A.B. de C.V.’s ordinary general shareholders’ meeting is in charge of the following:
| • | reviewing the annual report of Cemex, S.A.B. de C.V.’s Chief Executive Officer, which shall include information on the state of our business and financial statements for the preceding fiscal year, and shall be accompanied by the external auditor’s report (the “CEO’s Report”); |
| • | reviewing the Board of Directors’ opinion on the CEO’s Report; |
| • | reviewing the annual reports of each of Cemex, S.A.B. de C.V.’s Board of Directors, and the Corporate Practices and Finance Committee and Audit Committee of the Board of Directors; |
| • | electing, removing or replacing the members of Cemex, S.A.B. de C.V.’s Board of Directors, including its Chairman, which are customarily voted on an individual basis; |
| • | assessing the level of independence of the members of Cemex, S.A.B. de C.V.’s Board of Directors; |
| • | electing, removing or replacing the members of Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee and the Audit Committee, including their respective Presidents, which are customarily voted on an individual basis; |
| • | approving any transaction that represents 20% or more of Cemex, S.A.B. de C.V.’s consolidated assets; |
| • | fixing the compensation to be paid to the members of Cemex, S.A.B. de C.V.’s Board of Directors and its Committees; |
| • | fixing the maximum amount of resources that, for each year, may be allocated to the purchase of Cemex, S.A.B. de C.V.’s shares or securities representing such shares; |
| • | determining how the profits corresponding to the preceding year shall be allocated; and |
| • | resolving any issues not reserved for extraordinary shareholders’ meetings. |
A general extraordinary shareholders’ meeting may be called at any time to deal with any of the matters specified by Article 182 of the LGSM, which incude:
| • | extending Cemex, S.A.B. de C.V.’s corporate existence; |
| • | Cemex, S.A.B. de C.V.’s voluntary dissolution; |
| • | increasing or reducing Cemex, S.A.B. de C.V.’s fixed capital stock; |
| • | changing Cemex, S.A.B. de C.V.’s corporate purpose; |
| • | changing Cemex, S.A.B. de C.V.’s country of incorporation; |
| • | changing Cemex, S.A.B. de C.V.’s form of organization; |
| • | a proposed merger; |
| • | issuing preferred shares; |
| • | redeeming Cemex, S.A.B. de C.V.’s own shares; |
| • | any amendment to the By-Laws; |
| • | issuing certain bonds to be registered in the Mexican National Securities Registry; and |
| • | any other matter for which a special quorum is required by law or by the By-Laws. |
In order to vote at a meeting of shareholders, shareholders must (i) appear on the list that Indeval and Indeval participants holding shares on behalf of the shareholders prepare prior to the meeting, or (ii) prior to the meeting, deposit the certificates representing their shares at Cemex, S.A.B. de C.V.’s offices or in a Mexican credit institution or brokerage house that operates in accordance with applicable laws in Mexico. The certificate of deposit with respect to the share certificates must be presented to Cemex, S.A.B. de C.V.’s company secretary at least 48 hours before a meeting of shareholders. Cemex, S.A.B. de C.V.’s company secretary verifies that the person in whose favor any certificate of deposit was issued is named in Cemex, S.A.B. de C.V.’s share registry and issues an admission pass authorizing that person’s attendance at the meeting of shareholders.
The By-Laws provide that a shareholder may only be represented by proxy in a shareholders’ meeting with a duly completed form provided by Cemex, S.A.B. de C.V. authorizing the proxy’s presence. In addition, the By-Laws require that the secretary acting at the shareholders’ meeting publicly affirm the compliance by all proxies with this requirement. A shareholders’ resolution is required to take action on any matter presented at a shareholders’ meeting.
At an ordinary shareholders’ meeting, the affirmative vote of the holders of a majority of the shares present at the meeting is required to adopt a shareholders’ resolution. At an extraordinary meeting of shareholders, the affirmative vote of at least 50% of the capital stock is required to adopt a shareholders’ resolution, except that when amending Article 7 (with respect to measures limiting shareholding ownership), Article 10 (relating to the register of shares and significant participations), or Article 22 (specifying the impediments to being appointed a member of Cemex, S.A.B. de C.V.’s Board of Directors) of the By-Laws, the affirmative vote of at least 75% of the voting stock is required.
The attendance quorum for an ordinary general shareholders’ meeting upon the first call is 50% of Cemex, S.A.B. de C.V.’s outstanding and fully paid shares. If the quorum is not met upon the first call, a second call to the meeting may be made and the quorum for the ordinary shareholders’ meeting on the second call is any number of Cemex, S.A.B. de C.V.’s outstanding and fully paid shares represented at the meeting. The attendance quorum for an extraordinary shareholders’ meeting upon the first call is 75% of Cemex, S.A.B. de C.V.’s outstanding and fully paid shares and, upon the second and subsequent calls, is 50% of Cemex, S.A.B. de C.V.’s outstanding and fully paid shares.
Rights of Minority Shareholders
Any shareholder or group of shareholders representing 10% or more of Cemex, S.A.B. de C.V.’s voting stock has the right to (i) appoint or remove one member of Cemex, S.A.B. de C.V.’s Board of Directors for each 10% of Cemex, S.A.B. de C.V.’s voting stock they hold, in addition to the directors appointed by the majority, whose appointment may only be revoked by other shareholders when the appointment of all other directors is also revoked; (ii) request the Chairman of Cemex, S.A.B. de C.V.’s Board of Directors or to the President of Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee or Audit Committee call a shareholders’ meeting; and (iii) demand a three day postponement of the voting on any resolution of which they deem they have not been sufficiently informed.
Under Mexican law, holders of at least 20% of Cemex, S.A.B. de C.V.’s outstanding capital stock entitled to vote on a particular matter may oppose any resolution reached at a shareholders’ meeting by filing a petition with a court of law for a court order to suspend the resolution within 15 days after the adjournment of the meeting at which the resolution was adopted, provided the opposing shareholders show that the challenged action violates Mexican law or the By-Laws and deliver a bond or other surety to the court to secure payment of any damages that we suffer as a result of suspending the resolution in the event that the court ultimately rules against the opposing shareholders. Relief under these provisions is only available to holders who were entitled to vote on, or whose rights as shareholders were adversely affected by, the challenged shareholder action and whose shares were not represented when the action was taken or, if represented, voted against it.
Under Mexican law and the By-Laws, an action for civil liabilities may be brought by or on behalf of the corporation against members of the Board of Directors and members of senior management for violation of their fiduciary duties to the corporation or for committing illicit acts. Such an action may be brought by the corporation itself or by shareholders representing 5% or more of Cemex, S.A.B. de C.V.’s outstanding capital stock. Recovery under any such action will be for the benefit of Cemex, S.A.B. de C.V. or its subsidiaries or affiliates that suffered damages as a result of the actions giving rise to the claim, and not for the benefit of the shareholders bringing the action.
Registration and Transfer
Cemex, S.A.B. de C.V.’s common stock is evidenced by share certificates in registered form with registered dividend coupons attached. Shareholders who have not deposited their shares into the CPO trust may hold their shares in the form of physical certificates or through institutions that have accounts with Indeval.
Accounts may be maintained at Indeval by brokers, banks and other entities approved by the CNBV. Cemex, S.A.B. de C.V. maintains a stock registry, and, in accordance with Mexican law, only those holders listed in Cemex, S.A.B. de C.V.’s stock registry and those holding certificates issued by Indeval and by Indeval participants indicating ownership are recognized as Cemex, S.A.B. de C.V. shareholders.
Pursuant to Mexican law, any transfer of shares must be registered in Cemex, S.A.B. de C.V.’s stock registry, if effected physically, or through book entries that may be tracked back from Cemex, S.A.B. de C.V.’s stock registry to the records of Indeval.
Redemption
Cemex, S.A.B. de C.V.’s capital stock is subject to redemption upon approval of our shareholders at an extraordinary shareholders’ meeting.
Share Repurchases
We may purchase Cemex, S.A.B. de C.V.’s outstanding shares or securities representing such shares up to the maximum amount approved by Cemex, S.A.B. de C.V.’s shareholders at an ordinary general shareholders’ meeting, which shall not exceed retained earnings. The economic and voting rights corresponding to repurchased shares cannot be exercised during the period the shares are owned by us. Except in the case of public tender offers or auctions authorized by the CNBV, repurchases of our shares or securities representing such shares shall be made on the MSE at the then prevailing market price in accordance with the Mexican Securities Market Law. If we intend to repurchase shares representing more than 1% of Cemex, S.A.B. de C.V.’s outstanding shares at a single trading session, we must inform the public of such intention at least 10 minutes before submitting any bid. If we intend to repurchase shares representing 3% or more of Cemex, S.A.B. de C.V.’s outstanding shares during a period of 20 trading days, we are required to conduct a public tender offer for such shares. We must conduct share repurchases as per the framework authorized by Cemex, S.A.B. de C.V.’s Board of Directors and through the person or persons approved by Cemex, S.A.B. de C.V.’s Board of Directors, through a single broker dealer during the relevant trading session and abstaining from submitting bids during the first and the last 30 minutes of each trading session. We must inform the MSE of the results of any share repurchase no later than the business day following any such share repurchase.
Directors’ and Shareholders’ Conflict of Interest
Under Mexican law, any shareholder who has a conflict of interest with Cemex, S.A.B. de C.V. with respect to any transaction is obligated to disclose such conflict and is prohibited from voting on that transaction. A shareholder who violates this prohibition may be liable for damages if the relevant transaction would not have been approved without that shareholder’s vote.
Under Mexican law, any director who has a conflict of interest with Cemex, S.A.B. de C.V. in any transaction must disclose that fact to the other directors and is prohibited from participating and being present during the deliberations and voting on that transaction. A director who violates this prohibition will be liable for damages. Additionally, Cemex, S.A.B. de C.V.’s directors may not represent shareholders in our shareholders’ meetings.
Withdrawal Rights
Whenever Cemex, S.A.B. de C.V.’s shareholders approve a change of corporate purpose, change of nationality or transformation from one form of corporate organization to another, Mexican law provides that any shareholder entitled to vote on that change who has voted against it may withdraw from Cemex, S.A.B. de C.V. and receive an amount equal to the book value (in accordance with the latest statement of financial position approved by the annual ordinary general shareholders’ meeting) attributable to such shareholder’s shares; provided that such shareholder exercises that right within 15 days following the meeting at which the change was approved.
Dividends
At each annual ordinary general shareholders’ meeting, Cemex, S.A.B. de C.V.’s Board of Directors submits, for approval by its shareholders, its financial statements together with a report on them prepared by its Board of Directors and the statutory auditors. Cemex, S.A.B. de C.V.’s shareholders, once they have approved the financial statements, determine the allocation of our net income, after provision for income taxes, legal reserve and statutory employee profit sharing payments, for the preceding year. All shares of Cemex, S.A.B. de C.V.’s capital stock outstanding at the time a dividend or other distribution is declared are entitled to share equally in that dividend or other distribution.
Liquidation Rights
In the event Cemex, S.A.B. de C.V. is liquidated, the surplus assets remaining after payment of all its liabilities will be divided among Cemex, S.A.B. de C.V.’s shareholders in proportion to the respective shares held by them. The liquidator may, with the approval of Cemex, S.A.B. de C.V.’s shareholders, distribute the surplus assets in kind among Cemex, S.A.B. de C.V.’s shareholders, sell the surplus assets and divide the proceeds among Cemex, S.A.B. de C.V.’s shareholders or put the surplus assets to any other uses agreed at an extraordinary shareholders’ meeting.
Description of CPOs
The following is a summary of the material terms of our CPOs. Because it is a summary, it does not describe every aspect of our CPOs and may not contain all of the information that is important to you. For more information, please see the By-laws and the Amended and Restated Agreement to the Trust Agreement, dated as of November 27, 2014, between Cemex, S.A.B. de C.V., as founder of the trust, and Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria (successor to Banco Nacional de México, S.A.), regarding the CPOs, an English translation of which has been filed as an exhibit to our annual report on Form 20-F of which this exhibit is a part. References to provisions of the By-Laws or the CPO trust agreement are qualified in their entirety by reference to the full By-Laws or CPO trust agreement, as applicable.
General
Our CPOs are issued under the terms of a CPO trust agreement. The CPOs and the CPO trust agreement are governed by Mexican law. The CPO trust agreement established a master trust that, among other things, enables non-Mexican investors to acquire CPOs representing financial interests in our common stock, of which the Series A shares may otherwise be acquired directly only by Mexican investors. CPOs, which are negotiable instruments under Mexican law, are issued by Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria (successor to Banco Nacional de México, S.A.), which is the trustee of the CPO trust (the “CPO trustee”) pursuant to the terms of the CPO trust agreement. As of December 31, 2024, a total of 29,014,858,488 Series A shares and 14,507,429,244 Series B shares outstanding were held by the CPO trust. Each CPO represents two Series A shares and one Series B share. A portion of the CPOs is represented by ADSs.
Transfer and Withdrawal of CPOs
Under the terms of the CPO trust agreement, the CPO trustee may accept Series A shares and Series B shares against the issuance and release of CPOs. Each CPO represents two Series A shares and one Series B share. All Series A shares and Series B shares underlying the CPOs are held in trust by the CPO trustee in accordance with the terms and conditions of the CPO trust agreement. Those shares are registered in the name of the CPO trustee. The CPO trust operates through Indeval, the central depository for participants trading on the Mexican Stock Exchange, which maintains ownership records of the CPOs in book-entry form.
The CPO trustee will deliver CPOs in respect of the shares as described above. All CPOs are evidenced by a single certificate, the global CPO. CPOs are issued to and deposited in accounts maintained by the purchasers at Indeval. Ownership of CPOs deposited with Indeval is shown on, and transfer of the ownership of CPOs is effected through, records maintained by Indeval and Indeval participants.
Holders of CPOs are not entitled to receive physical certificates evidencing their CPOs but may request certificates issued by Indeval and the relevant Indeval participants indicating ownership of CPOs. Holders of CPOs, including Mexican nationals, are not entitled to withdraw the Series A shares or Series B shares that are held in the CPO trust.
Dividends, Other Distributions and Rights
Holders of CPOs are entitled to receive the economic benefits to which they would be entitled if they were the holders of the Series A shares and Series B shares underlying those CPOs on the record date for the payment of dividends or the making of distributions to holders of Series A shares and Series B shares. The CPO trustee will distribute cash dividends and other cash distributions received by it in respect of the Series A shares and Series B shares held in the CPO trust to the holders of CPOs in proportion to their respective holdings, in each case in the same currency in which they were received. The CPO trustee will distribute those cash dividends and other cash distributions through Indeval as custodian of the CPOs. Dividends paid with respect to CPOs deposited with Indeval will generally be distributed to the holders on the business day following the date on which the funds are received by Indeval.
If we pay a dividend in shares of our stock, those shares will be distributed to the CPO trustee who will hold those shares in the CPO trust for the benefit of CPO holders entitled thereto, and the CPO trustee, if the shares so received constitute units identical to the unit of securities then represented by a CPO, will distribute to the holders of outstanding CPOs, in proportion to their holdings, additional CPOs representing economic interests in the total number of shares received by the CPO trustee as that dividend. If the shares of stock so received do not constitute units of securities identical to the unit of securities then represented by a CPO, the CPO trustee will cause the securities received to be delivered to the CPO holders entitled thereto and as permitted under applicable law.
If we offer the holders of Series A shares and Series B shares the right to subscribe for additional Series A shares or Series B shares, the CPO trustee, subject to applicable laws, will offer to each holder of CPOs the right to instruct the CPO trustee to subscribe for that holder’s proportionate share of those additional Series A shares or Series B shares, subject to that holder’s providing the CPO trustee with the funds necessary to subscribe for those additional shares. The CPO trustee will offer those rights to a CPO holder only if that offer is legal and valid under the provisions of the laws of the country of residence of that CPO holder. Neither we nor the CPO trustee is obligated to register those rights, the CPOs or the underlying shares under the Securities Act.
If CPO holders are offered those rights and provide the CPO trustee with the necessary funds, the CPO trustee will subscribe for the corresponding number of shares, which will be held in the CPO trust for the benefit of the subscribing holders, and if the shares so received constitute units identical to the unit of securities then represented by a CPO it will deliver additional CPOs representing those underlying shares to the applicable CPO holders.
Changes Affecting Underlying Shares
If as a result of a redemption of our common stock any underlying shares held in the CPO trust are called for redemption, the CPO trustee will proceed in accordance with the resolutions adopted by shareholders at the meeting of shareholders that authorizes the redemption and repurchase of the corresponding CPOs. See “—Description of Common Stock—Redemption.”
Voting of Series A Shares
Mexican holders of CPOs shall be entitled to attend our shareholders’ meetings for purposes of representing and exercising the voting rights of the Series A shares underlying their CPOs.
Under the CPO trust agreement, holders of CPOs who are not Mexican nationals cannot exercise voting rights with respect to the Series A shares represented by their CPOs. At our shareholders’ meetings, the Series A shares of non-Mexican holders held in the CPO trust will be voted by the CPO trustee in the same manner as the votes cast by the majority of Mexican holders of Series A shares and holders of Series B shares voting at the meeting. The nationality of a holder of CPOs is established by reference to the information contained in the CPO registry book of the CPO trust. A Mexican national constitutes either:
| • | an individual of Mexican nationality; or |
| • | a Mexican corporation whose articles of association exclude foreign investors from owning or controlling, either directly or indirectly, its capital stock. |
CPOs represented by ADSs will be deemed owned by non-Mexican nationals.
The CPO trustee shall attend our shareholders’ meetings to represent and vote the Series A shares underlying the CPOs held by Mexicans for which no instructions were received from the holders of those CPOs. The technical committee under the CPO trust shall have the power to cooperate with the CPO trustee’s exercise of its corporate rights with respect to the Series A shares underlying the CPOs, which includes the power to direct the CPO trustee to issue a discretionary proxy in favor of a person of the technical committee’s choosing for the purpose of representing and voting the Series A shares underlying the CPOs held by Mexicans for which no instructions were received.
Voting of Series B Shares
All holders of CPOs shall be entitled to attend our shareholders’ meetings for purposes of representing and exercising the voting rights of the Series B shares underlying their CPOs. The CPO trustee shall attend our shareholders’ meetings to represent and vote the Series B shares underlying the CPOs for which no instructions were received from the holders of the CPOs. The technical committee under the trust shall have the power to cooperate with the CPO trustee’s exercise of its corporate rights with respect to the Series B shares underlying the CPOs, which includes the power to direct the CPO trustee to issue a discretionary proxy in favor of a person of the technical committee’s choosing for the purpose of representing and voting the Series B shares underlying the CPOs for which no instructions were received.
Voting at CPO Holders’ Meetings
Whenever we call a meeting of holders of CPOs, Mexican and non-Mexican holders of CPOs, whether they hold their CPOs directly or in the form of ADSs, will have the right to give instructions to vote the CPOs at the meeting.
The following table sets forth the method of voting for each security contained in a CPO:
| Securities Contained in a CPO | Method for Voting | |
| Series A shares represented by CPOs held by non-Mexican nationals (all CPOs represented by ADSs are deemed held by non-Mexican persons). | CPO trustee will vote the Series A shares in accordance with the majority of all Series A shares held by Mexican nationals and Series B shares voted at the meeting. | |
| Series A shares represented by CPOs held by Mexican nationals: | ||
| • If the CPO holder timely instructs the trustee as to voting. |
CPO trustee will vote the Series A shares as instructed. | |
| • If the CPO holder makes timely arrangements with the CPO trustee to attend the shareholders’ meeting in person. |
CPO holder may attend the shareholders’ meeting and vote the Series A shares in person. | |
| • If the CPO holder does not timely instruct the CPO trustee as to voting or does not make timely arrangements with the CPO trustee to attend the shareholders’ meeting in person. |
CPO trustee will vote the Series A shares in cooperation with the technical committee, including by issuing a discretionary proxy in favor of a person of the technical committee’s choosing for the purpose of representing and voting the Series A shares underlying the CPOs held by Mexicans for which no instructions were received. | |
| Series B shares represented by CPOs, whether held by Mexican or non-Mexican persons: | ||
| • If the CPO holder timely instructs the CPO trustee as to voting. |
CPO trustee will vote the Series B shares in accordance with the CPO holder’s instructions. | |
| • If the CPO holder makes timely arrangements with the CPO trustee to attend the shareholders’ meeting in person. |
CPO holder may attend the shareholders’ meeting and vote the Series B shares in person. | |
| • If the CPO holder does not timely instruct the CPO trustee as to voting or does not make timely arrangements with the CPO trustee to attend the shareholders’ meeting in person. |
CPO trustee will vote the Series B shares in cooperation with the technical committee, including by issuing a discretionary proxy in favor of a person of the technical committee’s choosing for the purpose of representing and voting the Series B shares underlying the CPOs for which no instructions were received. | |
Administration of the CPO Trust
Under the terms of the CPO trust agreement, the CPO trust is managed by the CPO trustee under the direction of a technical committee, which must consist of at least three members. Substitute members may also be appointed, who may substitute for any of the members. Technical committee meetings may also be attended by the CPO trustee, by the CPO common representative and by our statutory auditors, who may participate in any debate but may not vote. Resolutions adopted by the technical committee are required to be approved by a majority of the members of the technical committee present at the respective meeting; provided, however, that at least the chairman and two other members of the technical committee must be present at a meeting in order to validly adopt resolutions. Among other powers, the technical committee has the authority to instruct the CPO trustee to increase the maximum number of additional CPOs which may be issued and delivered for the purposes contemplated under the CPO trust agreement.
Termination of the CPO Trust and Establishment of Successor Trust
The CPO trust term is 30 years from the date of execution, expiring on September 6, 2029. Upon termination, the CPO trustee and the common representative of the CPO holders shall constitute a successor CPO trust with the same terms and conditions set forth in the CPO trust agreement, other than the provisions pertaining to the exchange of CPOs for successor trust CPOs.
We refer to that successor CPO trust as the successor trust. Upon termination of the CPO trust, which we call the “conversion date,” investors holding CPOs, subject to the provisions of the agreement governing the successor trust, will receive in exchange for their CPOs, the successor trust CPOs issued by the successor trustee. Each successor trust CPO will represent the economic interests in two Series A shares and one Series B share.
The CPO trust cannot be terminated if any dividends or other distributions previously received by the CPO trustee remain unpaid to any CPO holder.
Upon termination of the CPO trust, any transfer of Series A shares or Series B shares which would result in any person or group of persons acting in concert becoming a holder or controller of 2% or more of our voting shares will be subject, as provided in the By-Laws, to prior approval of Cemex, S.A.B. de C.V.’s Board of Directors. See “—Description of Common Stock—Changes in Capital Stock and Preemptive Rights.”
We will be obligated to pay any cost or expense incurred in connection with the transfer of the shares from the CPO trust to the successor trust and the exchange of CPOs for successor trust CPOs.
Charges of the CPO Trustee and Indeval
Under the CPO trust agreement, we will be obligated to pay the fees of the CPO trustee for the administration of the CPO trust and the fees of Indeval as depository.
Description of ADSs
The following description of our ADSs is a summary of the material terms of our ADSs. Because it is a summary, it does not describe every aspect of our ADSs and may not contain all of the information that is important to you. For more information, please see the By-laws and the ADS deposit agreement (as defined below), each of which has been filed as an exhibit to our annual report on Form 20-F of which this exhibit is a part. References to provisions of the By-Laws or the ADS deposit agreement are qualified in their entirety by reference to the full By-Laws or the ADS deposit agreement, as applicable.
General
Each ADS represents ten CPOs. Holders of ADSs will, on and after the conversion date, have the right to receive ten successor trust CPOs for every ADS held. The CPOs and successor trust CPOs eligible for deposit with the custodian are sometimes known as “eligible securities,” and the eligible securities once deposited with the custodian are sometimes known as “deposited securities” against which the ADS depositary issues the ADSs. Please note that an ADS also represents any other property received by the ADS depositary or the custodian on behalf of the owner of the ADS but not distributed to that owner because of legal or practical restrictions.
The ADSs are issuable in registered form by the depositary pursuant to the ADS deposit agreement. As of December 31, 2024, we had 418 ADS holders of record, holding 585,674,481ADRs (as defined below), representing 5,856,744,810 CPOs, or approximately 40.37% of Cemex, S.A.B. de C.V.’s outstanding capital stock as of such date.
The ADS deposit agreement (as amended, the “ADS deposit agreement”) and the related ADRs contain our rights and obligations as well as your rights and obligations and those of the depositary. The ADS deposit agreement is governed by New York law. Each of Cemex and the depositary has agreed that federal and state courts in the City of New York will have non-exclusive jurisdiction over any actions, proceedings or disputes that arise out of or in connection with the ADS deposit agreement and submits to that jurisdiction. However, our obligations to the holders of deposited securities will continue to be governed by the laws of Mexico, which may be very different from the laws in the United States.
We have appointed Citibank, N.A. as ADS depositary pursuant to the ADS deposit agreement. Citibank’s depositary offices are located at 390 Greenwich Street, 4th Floor, New York, New York 10013. The ADSs represent ownership interests in securities that are on deposit with the depositary. The depositary typically appoints a custodian to safekeep the securities on deposit. Citibank has appointed Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria (successor to Banco Nacional de México, S.A.) as custodian for the deposited securities represented by the ADSs. ADSs may be represented by certificates that are commonly known as American Depositary Receipts (the “ADRs”).
Registration and Transfer
If you become an owner of ADSs, you may hold your ADSs in the form of an ADR certificate registered in your name, through a brokerage or safekeeping account or through an account established by the ADS depositary in your name reflecting registration of uncertificated ADSs directly on the books of the ADS depositary (commonly referred to as the “direct registration system” or “DR System”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the ADS depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the ADS depositary to the holders of ADSs. The direct registration system includes automated transfers between the ADS depositary and The Depositary Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or custodian to assert your rights as an ADS owner.
This summary description assumes you have opted to own the ADSs directly by means of an ADR registered in your name and, as such, we will refer to you as “holder.”
Dividends and distributions
If you become a holder of ADSs, you will usually have the right to receive the distributions we make on the securities deposited with the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal restrictions. Holders will receive distributions they are entitled to receive under the terms of the ADS deposit agreement in proportion to the number of ADSs they hold as of a specified record date.
Distributions of cash
Whenever we make a cash distribution payment for the securities on deposit with the custodian and the ADS depositary receives confirmation of our deposit of the distribution, the ADS depositary will convert the cash distribution into Dollars and distribute the proceeds of the conversion to the holders, so long as the conversion is reasonable and the Dollars are transferable to the United States. The amounts distributed to holders will be net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the ADS deposit agreement. The ADS depositary will distribute the proceeds of the sale of any property held by the custodian in respect of the securities on deposit in the same manner.
Distributions of eligible securities
Whenever we make a distribution of eligible securities for the securities on deposit with the custodian, we will cause the eligible securities to be deposited with the custodian. When the ADS depositary receives confirmation of such deposit with the custodian, the ADS depositary will either distribute to holders new ADSs representing the eligible securities deposited or modify the ADS-to-deposited securities ratio, in which case each ADS you hold will represent rights and interests in the additional eligible securities so deposited. The ADS depositary will distribute only whole numbers of ADSs. The ADS depositary will sell any remaining fractional entitlements and distribute the proceeds of that sale as in the case of a cash distribution.
The distribution of the new ADSs or the modification of the ADS-to-deposited securities ratio upon distribution of eligible securities will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the ADS deposit agreement. In order to pay those taxes and governmental charges, the ADS depositary may sell all or a portion of the eligible securities so distributed.
The ADS depositary will not make a distribution of ADSs if the distribution would engender a breach of law. If the ADS depositary does not distribute ADSs as described above, it may sell the securities received and will distribute the proceeds of the sale as in the case of a cash distribution.
Distributions of rights
Whenever we intend to distribute rights to subscribe for additional eligible securities, we will give prior notice to the ADS depositary and will indicate whether we wish such rights to be made available to ADS holders. In such cases, we will assist the ADS depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders and, if so, provide the ADS depositary with the documentation required under the ADS deposit agreement.
If the above conditions are satisfied, the ADS depositary will establish procedures to distribute such rights and to enable holders to exercise those rights. Holders of ADSs will have to pay the subscription price and may have to pay fees, expenses, taxes and other governmental charges to subscribe for the ADSs when they exercise their rights. We cannot assure you that any holder of ADSs will be able to exercise rights on the same terms as holders of eligible securities or that any holder of ADSs will be able to exercise its rights at all. The ADS depositary has no obligation to provide you with the means to exercise rights to subscribe for new eligible securities rather than ADSs.
The ADS depositary will not distribute the rights to any holder of ADSs if:
| • | we do not timely request that the rights be distributed to such holders or if we ask that the rights not be distributed to such holders; |
| • | we fail to deliver the required documents to the ADS depositary; or |
| • | it is not reasonably practicable to distribute the rights to such holders. |
The ADS depositary will sell the rights that are not exercised or not distributed if such a sale is lawful and reasonably practicable. The proceeds of that sale will be distributed to holders as in the case of a distribution in cash. If the ADS depositary is unable to sell the rights, it will allow the rights to lapse.
Elective distributions
Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional eligible securities, we will give prior notice thereof to the ADS depositary and will indicate whether we wish the elective distribution to be made available to holders of ADSs. In that case, we will assist the ADS depositary in determining whether that distribution is lawful and reasonably practicable.
The ADS depositary will make the election available to holders of ADSs only if it is reasonably practicable and if we have provided all the documentation contemplated in the ADS deposit agreement. In that case, the ADS depositary will establish procedures to enable holders of ADSs to elect to receive either cash or additional ADSs, in each case as described in the ADS deposit agreement.
If the election is not made available to holders of ADSs, such holders will receive either cash or additional ADSs, depending on what a shareholder in Mexico would receive for failing to make an election, as more fully described in the ADS deposit agreement.
Redemption
Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the ADS depositary. If it is reasonably practicable and if we provide all of the documentation contemplated in the ADS deposit agreement, the ADS depositary will mail notice of the redemption to the holders.
The custodian will be instructed to surrender the deposited securities being redeemed against payment of the applicable redemption price. The ADS depositary will convert the redemption funds received into Dollars upon the terms of the ADS deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the ADS depositary. Holders of ADSs may have to pay fees, expenses, taxes and other governmental charges upon the redemption of their ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the ADS depositary may determine.
Other distributions
Whenever we intend to distribute property other than cash, eligible securities or rights to purchase additional eligible securities, we will give prior notice thereof to the ADS depositary and will indicate whether we wish the distribution to be made to holders of ADSs. In that case, we will assist the ADS depositary in determining whether the distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute the property to holders of ADSs and if we provide all the documentation required under the ADS depositary agreement, the ADS depositary shall distribute that property to the holders in a manner it deems practicable for accomplishing the distribution.
The distribution of the property will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the ADS deposit agreement. In order to pay those taxes and governmental charges, the ADS depositary may sell all or a portion of the property.
The ADS depositary will not distribute the property to holders of ADSs and will sell the property if:
| • | we do not request that the property be distributed to such holders or if we ask that the property not be distributed to such holders; |
| • | we do not deliver satisfactory documents to the ADS depositary; or |
| • | such distribution is not reasonably practicable. |
The proceeds of any sale of the property will be distributed to holders as in the case of a cash distribution. If the ADS depositary is unable to sell the property, the ADS depositary may dispose of the property in any way it deems reasonably practicable under the circumstances.
Preemptive Rights
ADS holders may be unable to exercise preemptive rights granted to our shareholders, in which case ADS holders could be substantially diluted following future equity or equity-linked offerings. Under Mexican law, whenever we issue new shares for payment in cash or in kind, we are generally required to grant preemptive rights to our shareholders, except if the shares are issued in respect of a public offering or if the relevant shares underlie convertible securities. However, ADS holders may not be able to exercise these preemptive rights to acquire new shares unless both the rights and the new shares are registered in the United States or an exemption from registration is available. We cannot assure you that we would file a registration statement in the United States at the time of any rights offering.
Changes Affecting Deposited Securities
The deposited securities held on deposit in respect of ADSs may change from time to time as a result, for example, of a change in nominal or par value, a split-up, cancellation, consolidation or re-classification of deposited securities or a recapitalization, reorganization, merger, consolidation or sale of our assets.
If any such change were to occur, ADSs will, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the deposited securities held on deposit. The ADS depositary may in such circumstances deliver additional ADSs to holders of ADSs or call for the exchange of ADSs for replacement ADSs.
If the ADS depositary may not lawfully distribute such property to holders of ADSs, the ADS depositary shall use its best efforts to sell such property and distribute the net proceeds to such holders as in the case of a cash distribution.
Issuance of ADSs Upon Deposit of Eligible Securities
If permitted by applicable law, the ADS depositary will create ADSs if eligible securities are deposited with the custodian. The ADS depositary will deliver the ADSs representing the eligible securities deposited to the person indicated after payment of the applicable issuance fees and all charges and taxes payable for the transfer of the eligible securities to the custodian.
Please note that the issuance of ADSs in all cases, other than the distribution of the appreciation value, may be delayed until the ADS depositary or the custodian receives confirmation that all required approvals have been given and that the eligible securities have been duly transferred. The ADS depositary will only issue ADSs in whole numbers.
When a deposit of eligible securities is made, the depositor will be responsible for transferring good and valid title to the ADS depositary. In addition, the depositor will be deemed to represent and warrant that:
| • | the eligible securities are duly authorized, validly issued, fully paid, non-assessable and legally obtained; |
| • | all preemptive and similar rights, if any, with respect to the eligible securities have been validly waived or exercised; |
| • | the depositor is duly authorized to deposit the eligible securities; |
| • | the eligible securities presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the ADS deposit agreement); and |
| • | the eligible securities presented for deposit have not been stripped of any rights or entitlements. |
If any of these representations or warranties are false in any way, we and the ADS depositary may, at the depositor’s cost and expense, take any and all actions necessary to correct the consequences thereof.
Withdrawal of Deposited Securities Upon Cancellation of ADSs
A holder of ADSs is entitled to present its ADSs to the ADS depositary for cancellation and to receive delivery of the deposited securities represented by its ADSs from the custodian. In order to withdraw the deposited securities represented by such ADSs, the holder withdrawing deposited securities will be required to pay the fees of the ADS depositary for cancellation of its ADSs and the charges and taxes payable for the transfer of the deposited securities being withdrawn. The holder withdrawing deposited securities assumes the risk of delivery of all funds and securities upon withdrawal. Once cancelled, ADSs shall not have any rights under the ADS deposit agreement.
The ADS depositary may ask for proof of identity and the genuineness of signatures before canceling ADSs. The withdrawal of the deposited securities represented by ADSs may be delayed until the ADS depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Under Mexican law, a holder of ADSs is not entitled to withdraw the shares underlying CPOs. When ADSs are surrendered prior to the conversion date, the holder will be entitled to receive CPOs; and, after the conversion date, the holder will be entitled to receive successor trust CPOs. The ADS depositary will only accept ADSs for cancellation that represent a whole number of deposited securities.
A holder will have the right to withdraw the deposited securities represented by its ADSs at any time except for:
| • | temporary delays that may arise because the transfer books for the shares, CPOs, successor trust CPOs or ADSs are closed, or the deposited securities are immobilized on account of a shareholders’ meeting or a payment of dividends; |
| • | obligations to pay fees, taxes and similar charges; and |
| • | restrictions imposed on account of laws or regulations applicable to ADSs or the withdrawal of the deposited securities. |
Please note that the ADS deposit agreement may not be modified to impair withdrawal rights in respect of deposited securities represented by ADSs except to comply with mandatory provisions of law.
Voting Rights
A holder of ADSs generally has the right to instruct the ADS depositary to exercise the voting rights for the deposited securities represented by its ADSs. However, the By-Laws prohibit non-Mexican nationals from directly or indirectly holding or voting Series A shares. A holder of ADSs is deemed to be a non-Mexican national and accordingly, has no right to instruct the ADS depositary to cause the CPO trustee to vote the Series A shares held in the CPO trust or the successor trust.
Under the terms of the ADS deposit agreement, holders of ADSs may have the right to instruct the depositary to cause the CPO trustee to exercise the voting rights attributable to the Series B Shares held in the CPO trust. The voting rights of holders of deposited securities are described in “Description of CPOs—Voting of Series A shares” and “Description of CPOs—Voting of Series B shares” above.
At our request, the ADS depositary will coordinate with us the mailing to holders of ADSs of any notice of shareholders’ meeting together with information explaining how to instruct the depositary to exercise the voting rights, if any, pertaining to the deposited securities represented by ADSs. We will use our best efforts to deliver the notice of and materials concerning the shareholders’ meeting to the ADS depositary 20 days prior to the date of the meeting. The ADS depositary will coordinate with us the mailing of the notice and materials to ADS holders to coincide as closely as is reasonably practicable with the publication of the notice of shareholders’ meeting in Mexico.
Prior to the conversion date, at any meeting of shareholders, ADS holders have the right to instruct the ADS depositary to exercise their voting rights only in respect of the Series B shares held in the CPO trust. The terms of the CPO trust require the CPO trustee to vote the Series A shares held in the CPO trust in the same manner as the votes cast by the holders of the majority of all Series A shares held by Mexican nationals and Series B shares voted at the meeting.
On and after the conversion date, at any meeting of shareholders, ADS holders have the right to instruct the ADS depositary to exercise their voting rights in respect of the Series B shares in the successor trust. The terms of the successor trust are expected to require the successor trustee to vote the Series A shares held in the successor trust in substantially the same manner as Series A shares are voted under the CPO trust.
Whenever we call a meeting of holders of CPOs or successor trust CPOs, holders of ADSs have the right, as holders of ADSs representing CPOs or successor trust CPOs, to instruct the ADS depositary to vote the CPOs or successor trust CPOs according to their instructions.
If the ADS depositary timely receives an ADS holder’s voting instructions, it will endeavor to vote the deposited securities represented by ADSs for which holders of ADSs are entitled to give voting instructions according to those voting instructions or to cause the custodian to transmit to the CPO trustee the voting instructions received, as applicable.
If the ADS depositary does not receive voting instructions from a holder of ADSs in a timely manner, such holder will nevertheless be treated as having instructed the ADS depositary to give a proxy to a person designated by the technical committee of the CPO trust to vote the Series B shares underlying the CPOs represented by the ADSs in his/her discretion. The ADS depositary will not deliver the discretionary proxy if:
| • | we do not provide the ADS depositary with the requisite materials pertaining to the meeting on a timely basis; |
| • | we request that the discretionary proxy not be given; |
| • | we do not deliver to the ADS depositary a satisfactory opinion of counsel providing legal comfort under Mexican laws on the subject of the discretionary proxy; or |
| • | we do not deliver a satisfactory representation and indemnity letter to the ADS depositary. |
Please note that the ability of the ADS depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure holders of ADSs that they will receive voting materials in sufficient time to enable them to return voting instructions to the ADS depositary in a timely manner.
The ADS depositary or the custodian for the CPOs on deposit may represent the CPOs at any meeting of holders of CPOs even if no voting instructions have been received. The CPO trustee may represent the Series A shares and the Series B shares represented by the CPOs at any meeting of holders of Series A shares or Series B shares even if no voting instructions have been received. By so attending, the ADS depositary, the custodian or the CPO trustee, as applicable, may contribute to the establishment of a quorum at a meeting of holders of CPOs, Series A shares or Series B shares, as appropriate.
Fees and Charges
An ADS holder may have to pay the following service fees to the depositary:
| Services |
Fees |
|
| Issuance of ADSs upon deposit of eligible securities |
Up to 5¢ per ADS issued. | |
| Surrender of ADSs for cancelation and withdrawal of deposited securities |
Up to 5¢ per ADS surrendered. | |
| Exercise of rights to purchase additional ADSs |
Up to 5¢ per ADS issued. | |
| Distribution of cash (i.e., upon sale of rights and other entitlements) |
Up to 2¢ per ADS held. |
An ADS holder also is responsible to pay fees and expenses incurred by the ADS depositary and taxes and governmental charges including, but not limited to:
| • | transfer and registration fees charged by the registrar and transfer agent for eligible and deposited securities, such as upon deposit of eligible securities and withdrawal of deposited securities; |
| • | expenses incurred for converting foreign currency into Dollars; |
| • | expenses for cable, telex, and fax transmissions and for delivery of securities; |
| • | expenses incurred in connection with compliance with exchange control regulations and other applicable regulatory requirements; |
| • | fees and expenses incurred in connection with the delivery of deposited securities; and |
| • | taxes and duties upon the transfer of securities, such as when eligible securities are deposited or withdrawn from deposit. |
We have agreed to pay some of the other charges and expenses of the ADS depositary. Note that the fees and charges that a holder of ADSs is required to pay may vary over time and may be changed by us and by the ADS depositary. ADS holders will receive notice of the changes. The fees described above may be amended from time to time.
Amendments and Termination
We may agree with the ADS depositary to modify or supplement the ADS deposit agreement at any time without the consent of ADS holders. We undertake to provide ADS holders with 30 days’ prior notice of any modifications or supplements that would materially prejudice the substantial rights of ADS holders under the ADS deposit agreement. We will not consider to be materially prejudicial to the substantial rights of ADS holders any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges ADS holders are required to pay. In addition, we may not be able to provide ADS holders with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law, whether or not those modifications or supplements could be considered to be materially prejudicial to the substantial rights of ADS holders.
ADS holders will be bound by the modifications to the ADS deposit agreement if they continue to hold ADSs after the modifications to the ADS deposit agreement become effective.
The ADS deposit agreement cannot be amended to prevent ADS holders from withdrawing the deposited securities represented by ADSs, except to comply with mandatory provisions of applicable law.
We have the right to direct the ADS depositary to terminate the ADS deposit agreement. Similarly, the ADS depositary may in some circumstances on its own initiative terminate the ADS deposit agreement. In either case, the ADS depositary must give notice to the holders at least 30 days before termination.
Upon termination, the following will occur under the ADS deposit agreement:
| • | ADS holders will be able to request the cancellation of their ADSs and the withdrawal of the deposited securities represented by their ADSs and the delivery of all other property held by the ADS depositary in respect of their deposited securities on the same terms as prior to the termination. During this three-month period, the ADS depositary will continue to collect all distributions received on the deposited securities, such as dividends, but will not distribute any such property to ADS holders until they request the cancellation of their ADSs. |
| • | After the expiration of the three-month period, the ADS depositary may sell the deposited securities held on behalf of the remaining holders with the custodian. The ADS depositary will hold the proceeds from the sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the ADS depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding. |
Books of ADS Depositary
The ADS depositary will maintain ADS holder records at its depositary office. Holders of ADSs may inspect those records at that office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the ADS deposit agreement.
The ADS depositary will maintain facilities in New York to record and to process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.
Limitations On Obligations and Liabilities
The ADS deposit agreement limits our obligations and liability and the ADS depositary’s obligations and liability to holders of ADSs. Please note the following:
| • | We and the ADS depositary are only obligated to take the actions specifically stated in the ADS deposit agreement without gross negligence or bad faith. |
| • | The ADS depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the ADS deposit agreement. |
| • | The ADS depositary disclaims any liability for any failure to determine the lawfulness or reasonable practicality of any action, for the content of any document forwarded to ADS holders on their behalf or for the accuracy of any translation of such document, for the investment risks associated with investing in deposited securities, for the validity or worth of the deposited securities, for any tax consequences that result from the ownership of ADSs, for allowing any rights to lapse under the terms of the ADS deposit agreement, for the timeliness of any of our notices or for our failure to give notice. |
| • | We and the ADS depositary will not be obligated to perform any act that is inconsistent with the terms of the ADS deposit agreement. |
| • | We and the ADS depositary disclaim any liability if we are prevented or forbidden from acting on account of any law or regulation, any provision of our articles of association, any provision of any securities on deposit or by reason of any act of God or war or other circumstances beyond our control. |
| • | We and the ADS depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the ADS deposit agreement or in our articles of association or in any provisions of the securities on deposit. |
| • | We and the ADS depositary further disclaim any liability for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting eligible securities for deposit, any holder of ADSs or authorized representative thereof, or any other person believed by us in good faith to be competent to give such advice or information. |
| • | We and the ADS depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit which is made available to holders of eligible securities but is not, under the terms of the ADS deposit agreement, made available to the holders of the ADSs. |
| • | We and the ADS depositary may rely without any liability upon any written notice, request or other document believed by the ADS depositary to be genuine and to have been signed or presented by the proper parties. |
| • | We and the ADS depositary disclaim any liability for any consequential or punitive damages. |
Pre-Release Transactions
The ADS depositary may, in some circumstances, issue ADSs before receiving a deposit of eligible securities or release deposited securities before receiving ADSs. These transactions are commonly referred to as “pre-release transactions.” The ADS deposit agreement limits the aggregate size of pre-release transactions and imposes a number of conditions on such transactions including the need to receive collateral, the type of collateral required, and the representations required from brokers. The ADS depositary may retain the compensation received from the pre-release transactions.
Taxes
Holders of ADSs will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the ADS depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. Holders of ADSs will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.
The ADS depositary may refuse to issue ADSs and to deliver, transfer, split and combine ADRs or to release securities on deposit until all applicable taxes and charges are paid by the holder. The ADS depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on behalf of ADS holders. However, ADS holders may be required to provide to the ADS depositary and to the custodian proof of taxpayer status and residence and any other information as the ADS depositary and the custodian may reasonably require to fulfill legal obligations. Holders of ADSs are required to indemnify us, the ADS depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for such holders.
Foreign Currency Conversion
Whenever the ADS depositary or the custodian receives foreign currency and the ADS depositary can reasonably convert all foreign currency received into Dollars, the ADS depositary will distribute the Dollars according to the terms of the ADS deposit agreement. ADS holders may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.
If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the ADS depositary may take the following actions in its discretion:
| • | convert the foreign currency to the extent practicable and lawful and distribute the Dollars to the holders of ADSs for whom such conversion and distribution is lawful and practicable; |
| • | distribute the foreign currency to holders of ADSs for whom such distribution is lawful and practicable; or |
| • | hold the foreign currency, without liability for interest, for holders of ADSs. |
Exhibit 4.7
LONG-TERM NOTES
CEMEX, S.A.B. DE C.V.
“CEMEX 23-2L”
$8,500,000,000.00 (eight billion five hundred million Pesos 00/100 National Currency)
By virtue of this security, Cemex, S.A.B. de C.V., (hereinafter, “Cemex” or the “Issuer” or the “Company”, interchangeably) undertakes to unconditionally pay in a single installment, in the place indicated below, the amount of $8,500,000,000.00 (eight billion five hundred million Pesos 00/100 National Currency), for the total issuance of 85,000,000 (eighty five million) long-term notes (the “Notes”), plus the respective interest, specifically on September 26, 2030 or, if that day is a non-business day, on the immediately following Business Day (the “Maturity Date”).
This security covers 50,000,000 (fifty million) long-term notes, with a nominal value of $100.00 (one hundred Pesos 00/100 National Currency) each (the “Original Notes”), issued on October 5, 2023, and 35,000,000 (thirty-five million) long-term notes, with a nominal value of $100.00 (one hundred Pesos 00/100 National Currency) each (the “Additional Notes”), issued on February 20, 2024.
This Note is issued for administrative deposit with S.D. Indeval Institution for the Depósito de Valores, S.A. de C.V. (“Indeval”), justifying the holding of the Notes by said institution and the performance of all the activities that have been assigned to the institutions for the deposit of securities, and that in accordance with the applicable legislation they must be exercised by the institutions for the deposit of securities, with no further liability to Indeval than that established in the LMV (as such term is defined below).
Under the terms of Article 282 of the LMV, the Issuer determines that the Note does not have coupons attached, the certificates issued by Indeval, take their place, for all legal purposes.
The Notes of this Issue correspond to the type referred to in section I of article 62 of the LMV.
This Note is issued under the Program (as such term is defined below), which has been registered in the National Securities Registry under number 0021-4.15-2023-004, whose preliminary registration was authorized by the CNBV (as such term is defined below), by official letter number 153/5589/2023, dated October 2, 2023. The dissemination of the documentation corresponding to this issuance has been authorized in terms of official letter number 153/5589/2023, dated October 2, 2023, issued by the CNBV. The Notes documented by this security have been registered in the National Securities Registry under number 0021-4.15-2023-004-02. The public offer of the Additional Notes was authorized by the CNBV through official letter number 153/3146/2024, dated February 15, 2024.
| I. | DEFINITIONS. |
The following terms shall have the meaning indicated for each of them in this Note and are equally applicable in singular and plural:
“Total Consolidated Assets” means the total consolidated assets of the Issuer and its Subsidiaries that appear on its most recent consolidated balance sheet and are calculated in accordance with the IFRS.
“Operating Assets” means, on any determination date, any fixed and tangible assets owned by the Issuer or any of its Subsidiaries that constitute all or part of any plant producing cement or concrete, aggregate quarry, for milling, maritime terminal, or ground distribution center that is used in the ordinary course of business, including, without limitation, machinery and equipment, other than those assets that, individually or, in the case of a series of related operations, as a whole, are not of importance to the business or assets of the Issuer and its Subsidiaries considered jointly, in the understanding that no asset shall be considered an Operating Asset unless its net book value exceeds 3% (three percent) of the Total Consolidated Assets.
“Scope 1” means CO2 Emissions related to cement and clinker production, excluding on-site energy production from alternative fossil fuel sources.
“Scope 2” means the CO2 Emissions of the electricity purchased for cement and clinker production.
“Guarantors” means, initially, Cemex Concretos, S.A. de C.V., CEMEX Corp., Cemex Operaciones México, S.A. de C.V., and Cemex Innovation Holding Ltd.; with the understanding that the Issuer shall have the right to release or replace any Guarantor, or include new guarantors, provided that after such release, addition or replacement takes effect, it fulfills the Minimum Endorsement, based on a certification from the secretary of the Issuer’s Board of Directors.
“Minimum Endorsement” means the Cemex Subsidiaries that are individually endorsers or guarantors (i) under the 2021 Credit Agreement, (ii) under the Debt incurred to refinance the 2021 Credit Agreement, or (iii) of 85% of the unpaid and outstanding debt of the Issuer and its Restricted Subsidiaries.
“Independent Bank” has the meaning attributed to it in the “Voluntary Early Redemption” section of this Note.
“BMV” means the Bolsa Mexicana de Valores, S.A.B. de C.V.
“Cause of Early Maturity” has the meaning indicated in the “Cause of Early Maturity” section of this Note.
“Cemex” or the “Issuer” or the “Company” means indistinctly Cemex, S.A.B.
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de C.V., a company whose corporate purpose is to participate in commercial and civil companies, civil associations and in all kinds of domestic and foreign companies, through the subscription and/or acquisition of their shares, equity interests, assets and rights and through any means dispose of and carry out all kinds of acts and commercial contracts with respect to such shares, equity interests, assets and rights, and for the fulfillment of its corporate purpose, the Company may directly or indirectly through third parties, enter into or perform all kinds of acts, transactions and contracts of a civil, commercial, specialized works or services or of any other nature, that are pertinent, accessory, necessary or convenient for the effective achievement of its corporate purpose through the activities indicated below: (i) the manufacture, sale and purchase, distribution, transportation, import, export, industrial and commercial exploitation and use in general of cement, as well as any kind of construction materials; (ii) the production, distribution, import, export, supply, maquila, transportation, hauling, pumping, consignment, sale and purchase, deposit, intermediation, commission, exploitation, marketing and general industrial and commercial use of cement, concrete, mortar, clay, limestone, gypsum, shard, sand, gravel, iron ore, raw materials used in cement making, as well as any kind of construction materials in general; (iii) the sale, distribution, transportation, import, export, exploitation, use and industrial and commercial utilization of aggregates, ready-mixed concrete, its additives and components and, in general, all types of pieces and prestressed concrete objects, pre-concretes, tubes and construction materials, concrete blocks and precast concrete elements; (iv) the establishment of concrete, cement and asphalt manufacturing plants, with the facilities for obtaining and crushing aggregates, dosing and mixing thereof and hauling, and consolidation of its products; (v) own Exploration and/or Exploitation Mining Concessions, for the purpose of exploring and/or exploiting minerals or substances subject to the Mining Law in force, in accordance with the provisions of Article 11 of said law; (vi) be the holder of Ordinary and/or Extraordinary General Permits for the purchase, storage and consumption or purchase and consumption of explosive materials, for the construction industry and for the mining industry, in order to exploit the stone and mineral materials, respectively, in accordance with the provisions Articles 37 and 42 of the Federal Law of Firearms and Explosives; (vii) the transportation of merchandise and products in modality of general cargo, waste and/or hazardous materials and bulky and/or heavy weight materials, exploitation and use of the General Means of Communication (Vías Generales de Comunicación) or their services and related under the concessions or permits granted by the Federal Executive as applicable; or, through the concessions or permits that the Company receives in contribution, transfer or in right of its Partners and authorized by the competent authorities; (viii) the exploitation of specialized services of general cargo, waste and/or hazardous materials and bulky and/or heavy objects related to the concessions and permits granted by the authorities of the states of the country; (ix) the use of roads in general and their connection with other means of transport, through the Contracts that are entered into, in order to offer the user public an efficient and safe service; (x) the verification of official Mexican standards and serve as an approved and accredited inspection and verification unit to perform the procedures for evaluating the specifications and physical-mechanical and safety conditions for the operation of roads and bridges under the federal jurisdiction of motor transportation cargo, in compliance with Mexican official standards; (xi) the training and preparation of Drivers of the Federal Motor Carrier and Private Transport Service (Conductores del Servicio de Autotransporte Federal y Transporte Privado), (xii) the specialized workshop maintenance and repair service, as well as the sale of spare parts and technical equipment to third parties; (xiii) the manufacture, purchase, sale, import, export, maquila and marketing of bags, sacks and all types of containers of any material, as well as the raw materials necessary for this purpose; (xiv) the industrial and commercial use of wastewater through its treatment and reuse; (xv) the use, exploitation and utilization of public property, for the handling of fluids and the use of goods and the provision of port services that constitute the port operation under the terms of the Ports Law, classified as maneuvering services for the transfer of goods or merchandise, such as loading, unloading, stacking, storage, stowage and haulage within the port, by any of the modalities provided by such law, including, but not limited to, obtaining concessions, permits, authorizations and partial assignments of rights; (xvi) logistic services associated with the oil industry, as well as operation management of asphalt emulation plants; (xvii) the treatment and refining of Oil, the processing of Natural Gas and the export and import of Hydrocarbons and Petroleum, as well as the Transportation, Storage, Distribution, compression, liquefaction, decompression, regasification, commercialization and Public Expense of Hydrocarbons, Petroleum or Petrochemicals, including the construction, operation and exploitation of land areas, warehouses, ships, tanks, dry ports, marine terminals and facilities of any kind, for the management of petroleum and/or energy products, by any of the modalities provided by such law, including but not limited to, obtaining concessions, permits and/or authorizations, as appropriate, under the terms of Title Three of the Hydrocarbons Law; (xviii) the rendering of the Auxiliary Service for the Railway Freight Terminal, the Railway Auxiliary Service for transshipment and transfer of liquids, the Railway Auxiliary Service of railway equipment maintenance workshops and the provision of the transfer of liquids in any of its modalities; (xix) the establishment of navigation services, transport, passengers and cargo, between the ports of the country and abroad, if necessary, the acquisition of boats for the aforementioned purposes and the operation of docks, shipyards and any other necessary construction or work for the initiation and development of its services; (xx) the obtaining of concessions, permits, subsidies and legal franchises related to any of the activities of its corporate purpose and acquiring by any legal title, including by concession of public power, direct ownership over lands, waters or their accessions and exploiting them, whether for irrigation, to generate driving force or for industrial objects; (xxi) the manufacture, sale, distribution, lease, import, export, transportation, supply, assembly, transport, loading, consignment, sale, deposit, mediation, commission, exploitation, commercialization and industrial and commercial use in general of all types of products allowed by the laws and in general, all kinds of domestic or foreign goods or merchandise, either as raw material, semi-finished products and perform with them trade acts in any form on their own or by third parties; (xxii) the rendering of handling, storage and custody of foreign goods services, either owned by the Company or by third parties with whom the Company enters into an agreement; (xxiii) the private transportation of goods owned by the Company or related to their activities, as well as of persons related to the same purpose, without involving the provision of federal public transportation in any of its forms; (xxiv) the operation as a shipping company and performance of all activities related to its operation and carrying out all the formalities before the competent authorities to obtain the proper permits; (xxv) the acquisition, lease, charter and enter into any type of contract with foreign and Mexican vessels as well as registering and obtaining the Mexican flag for the vessels that may require it; (xxvi) to act as consignee agent for vessels and perform all activities related to the operation as such; (xxvii) the manufacture, sale, distribution, lease, import, export, exploitation and overall development of all types of industrial and commercial equipment, machinery, tools, spare parts and parts, motor carriers and any articles or commercial items; (xxviii) the exploitation of the various engineering branches in all its aspects either pure or applied, as well as projects and construction works; (xxix) the execution of contracts for construction, design, engineering, and supply of technical and professional services, the development of architectural projects, installation of technical and mechanical infrastructure, and any other applications necessary, convenient or conducive to the development and prosperity of the Company, including participating in competitions, public or private bids or offers either national or international; (xxx) to acquire, sell, manage, lease or receive in lease or sublease, give or receive on loan, exchange, encumber in any way, exploit, affect or be a trustee in trust and, in general, enter into any legal act that involves acquiring, transferring or guaranteeing the rights of ownership or possession of all real or personal types of property, as deemed necessary or convenient for the development and prosperity of the Company, or to directly or indirectly support the development of the Company; (xxxi) to decorate, manage and operate in any manner all kinds of buildings, factories, warehouses, houses and apartments on their own or through third parties; (xxxii) to provide and receive any type of technical, administrative, sales, advertising, monitoring, technical assistance, consultation and advice services on industrial, tax, accounting, commercial, financial, and any other type of matters; (xxxiii) to request, obtain, buy, lease, assign or otherwise acquire or dispose of trademarks, trade names, copyrights, patents, inventions and processes, know-how and, in general, intellectual and industrial property rights, as well as licenses over them; (xxxiv) to enter into or agree on agency operations, mediation, technical assistance, professional services, consulting, distribution, supply, leasing and factoring, brokerage and generally all kinds of contracts or agreements involving services to or for third parties, as a result of the obligations or duties incurred by virtue of entering into the contracts in this section; (xxxv) to give or take money on loan, secured or unsecured, including the issuance of debt securities in public or private sale that represent loans with the investing public; (xxxvi) to issue, draw, sign, accept, endorse, guarantee and enter into any type of commercial or legal transaction, regarding negotiable instruments, with national or foreign credit institutions, as well as agents and securities intermediaries, in investment companies and auxiliary credit organizations and in any organization, corporation or association, any and all types of transactions necessary or convenient for the fulfillment of its corporate purpose, including entering into repurchases, loans, trusts, mandates, agencies or any contract or agreement either for the purpose of investing its resources, to obtain financing, or where appropriate, to affect, transmit or to pledge the negotiable instruments referred to in this section; (xxxvii) to grant guarantees, bonds and, in general, guarantee, including with pledges and mortgages, obligations incurred on behalf of third parties, with or without consideration; and (xxxviii) to render the Comprehensive Logistics and Supply Chain Service.
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“Sole Circular” means the provisions of a general nature applicable to securities issuers and other securities market participants, issued by the Secretariat of Finance and Public Credit, through the CNBV, published in the Official Gazette of the Federation on March 19, 2003, as they have been and are amended.
“Notes” has the meaning attributed to it in the first paragraph of this security.
“Additional Notes” has the meaning attributed to it in the second paragraph of this title.
“Original Notes” has the meaning attributed to it in the second paragraph of this title.
“CNBV” means the National Banking and Securities Commission.
“2023 Credit Agreement” means the credit agreement, dated October 29, 2021, entered into by and between the Issuer, as a borrower, Citibank, N.A. as an administrative agent, ING Capital LLC as a sustainability structuring agent, BofA Securities Inc., BNP Paribas, Citigroup Global Markets Inc. and JPMorgan Chase Bank, N.A. as placement agents and joint lead coordinators, and the other creditors that are part of it, amended on October 30, 2023, and as amended and/or restated from time to time.
“Banorte Credit Agreement” means the credit agreement, dated December 20, 2021, entered into by and between the Issuer, as the borrower, and Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte, as the lender, amended on December 6, 2023, and as amended and/or restated from time to time.
“Independent Bank Quotation” has the meaning attributed to it in the “Voluntary Early Redemption” section of this Note.
“Debt” has the meaning attributed to it in the “Obligations To Give, To Do and Not To Do of the Issuer and Guarantors” section of this Note.
“Business Day” means any day, other than Saturday or Sunday, or legal holiday, on which full-service banking institutions must keep their offices open to the public, according to the calendar published periodically by the CNBV.
“Dollar” or “USD” means dollars, legal tender in the United States of America.
“Issue” means the issuance of the Notes covered by this Note, to which the ticker CEMEX 23-2L was assigned.
“Issue of the Comparable M Bonus” has the meaning attributed to it in the “Voluntary Early Redemption” section of this Note.
“CO2 Emissions” means the absolute emissions of carbon dioxide of the Issuer and its Subsidiaries during any period, measured in kgCO2/t.
“Euro” or “€” means Euros, legal tender for European Union member states that have adopted a single legal tender in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union.
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“Rate Adjustment Date” has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“Annual Gross Interest Rate Determination Date” has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“Date of Issue” means the date of issue of the Notes, as applicable.
“Date of Issue of Additional Notes” means February 20, 2024
“Date of Issue of Original Notes” means October 5, 2023.
“Notification Date” means the date the Issuer delivers the Notice of Compliance to the Common Representative.
“Interest Payment Date” has the meaning attributed to such term in the “Interest Payment Frequency” section of this Note.
“Maturity Date” means September 26, 2030.
“Guarantee” has the meaning attributed to it in the “Obligations To Give, To Do and Not To Do of the Issuer and Guarantors” section of this title.
“Encumbrance” or “Encumbrances” means, with respect to any asset, any mortgage, pledge, usufruct, deposit, charge, preference or any other security of any kind or nature, including any conditional purchase and sale or with reservation of ownership.
“Permitted Encumbrances” has the meaning attributed to it in the “Obligations To Give, To Do and Not To Do of the Issuer and Guarantors” section of this title.
“Indeval” means the S.D. Indeval Institution for Depósito de Valores, S.A. de C.V.
“kgCO2/t” means kilograms of CO2 per tons of Cementing Product.
“LGTOC” means the General Law of Credit Securities and Operations.
“LMV” means the Securities Market Act.
“Financing Framework” means the Sustainability Linked Financing Framework adopted by the Issuer in August 2023 and available at the following website: https://www.cemex.com/inversionistas/informacion-sobre-deuda/finanzas-sostenibles.
“Mexico” means the United Mexican States.
“Total Authorized Amount of the Program” means up to $20,000,000,000.00 (twenty billion Pesos 00/100 National Currency) or its equivalent in UDIs (unidad de inversión investment units).
“IFRS” means (i), with respect to the Issuer, the “International Financial Reporting Standards” issued by the International Accounting Standards Board, and (ii) with respect to the Guarantors, the generally accepted accounting principles applicable in the corresponding jurisdiction, in both cases, as in effect on the Date of Issue; on the understanding that the Issuer may choose, irrevocably, that in both cases such accounting principles will begin to be applied as they are in force at any time after the Date of Issue (and no longer as they were in force on the Date of Issue). The Issuer shall notify such choice to the Common Representative and the election shall take effect from such notice.
“Notes” has the meaning attributed to it in the “Destination of Funds” section of this title.
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“Notice of Compliance” means the notice that the Issuer will give to the Common Representative signed by a legal representative or proxy confirming that the Issuer met the Sustainability Performance Target; on the understanding that the Notice of Compliance shall include an independent and external verification from the External Verifier, in accordance with its usual procedures, regarding the Issuer’s progress in reducing its Scope 1 and Scope 2 CO2 Emissions. For purposes of clarity, any verification issued by an External Verifier having a scope of verification equal to or greater than the content in the integrated annual report of the Issuer for the year 2022 will be considered as an independent and external verification issued by an External Verifier according to its regular procedures.
“Sustainability Performance Target” means the Issuer’s performance target and key performance indicator of reducing its Scope 1 and Scope 2 CO2 Emissions to 513 kgCO2/t for the year ending on December 31, 2027.
“Interest Period” has the meaning attributed to such term in the “Interest Payment Frequency” section of this Note.
“Pesos” means the legal currency in Mexico.
“Early Redemption Price” has the meaning attributed to such term in the “Voluntary Early Redemption” section of this Note.
“Cementing Product” means all volumes of clinker produced by the Issuer (excluding clinker purchased from third parties) for the manufacture of cement or the direct sale of clinker, plus gypsum, limestone, cement kiln dust (CKD) and all mineral components for cement blending, plus the blend, plus all cement substitutes produced.
“Program” means the long-term revolving securities program, for an amount of up to $20,000,000,000.00 (twenty billion Pesos 00/100 National Currency) or its equivalent in UDIs, authorized by means of official letter number 153/5589/2023, dated October 2, 2023. During the term of the Program, such issuances of notes may be made as determined by the Issuer, provided that it does not exceed the Total Authorized Amount of the Program.
“Common Representative” means CIBanco, S.A., Institución de Banca Múltiple, whose institution serves as common representative of the Holders.
“SEDI” means the electronic information sending and dissemination system maintained by the BMV called “EMISNET”.
“STIV-2” means Securities Information Transfer System 2.
“Subsidiary” means any company or entity of any nature in respect of which the Issuer, directly or indirectly, (i) owns 50% (fifty percent) or more of its capital or of the securities representative of its capital or voting rights; or (ii) controls the administration by any means or cause.
“Restricted Subsidiaries” means any Subsidiary of the Issuer that owns Operating Assets.
“Annual Gross Interest Rate” has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“Adjusted Annual Gross Interest Rate” has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“M-Rate Bonus” has the meaning attributed to it in the “Voluntary Early Redemption” section of this Note.
“Holders” means the legitimate holders of the outstanding Notes.
“UDIs” means the Investment Units whose value in Pesos is published by the Banco de México in the Official Gazette of the Federation.
“Nominal Value” means $100.00 (one hundred Pesos 00/100 National Currency) for each Note.
“Adjusted Nominal Value” means, in the event that the Issuer carries out a partial early redemption of the Notes, the result of the redemption amount, divided by the number of Notes in circulation.
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“External Verifier” means any independent provider of sustainability certification services designated by the Issuer for the purposes of verifying the Issuer’s progress in reducing its Scope 1 and Scope 2 CO2 Emissions.
| II. | SOME FEATURES OF THE NOTES. |
| Issue Number under the Program: | First Reopening of the Second issuance. | |
| Total Amount of issuance of Notes: | $8,500,000,000.00 (eight billion five hundred million Pesos 00/100 National Currency). | |
| Total Amount of issuance of Original Notes: | $5,000,000,000.00 (five billion Pesos 00/100 National Currency). | |
| Total Amount of issuance of Additional Notes: | $3,500,000,000.00 (three billion five hundred million Pesos 00/100 National Currency). | |
| Validity Period of the Original Notes: | 2,548 (two thousand five hundred forty-eight) days, counted from their Date of Issue, equivalent to approximately 7 (seven) years. | |
| Validity Period of the Additional Notes: | 2,410 (two thousand four hundred ten) days, counted from the Date of Issue, equivalent to approximately 6.6 (six point six) years. | |
| Date of Issue of Original Notes: | October 5, 2023. | |
| Date of Issue of Additional Notes | February 20, 2024. | |
| Date of Maturity: | September 26, 2030. | |
| III. | INTEREST RATE AND INTEREST CALCULATION METHOD. |
As of their Date of Issue, as appropriate, and provided they are not fully redeemed, the Notes shall accrue a gross annual interest on their Nominal Value or, if applicable, Adjusted Nominal Value, at an annual gross interest rate of 11.48% (eleven point forty-eight percent) the (“Annual Gross Interest Rate”), which will remain fixed during the term of the Issue, unless the Adjusted Annual Gross Interest Rate applies as from the Rate Adjustment Date.
The Annual Gross Interest Rate took as a reference the interpolated M Bond 29-31 rate plus 1.42% (one point forty-two percent) on the closing date of the book of the Original Notes.
The Annual Gross Interest Rate will increase by 0.25% (zero point twenty-five) percentage points as from the interest period commencing and including September 28, 2028 (the “Rate Adjustment Date”) to be set at 11.73% (eleven point seventy-three percent) (the “Adjusted Annual Gross Interest Rate”), unless the Issuer has delivered a Notice of Compliance to the Common Representative signed by a legal representative or proxy at least 7 (seven) Business Days prior to the Rate Adjustment Date (the date on which the Issuer delivers the Notice of Compliance, the “Notification Date”) and indicating the interest rate applicable under the Notes as of the Rate Adjustment Date. If (i) the Issuer does not deliver the Notice of Compliance to the Common Representative with the aforementioned advance notice; (ii) on the Notification Date, the Issuer has notified the Common Representative that the Sustainability Performance Target was not met; or (iii) on the Notification Date, the External Verifier has not verified, in accordance with its normal procedures, the progress of the Issuer in the reduction of its Scope 1 and Scope 2 CO2 Emissions, the interest rate applicable to Notes from the Rate Adjustment Date through the Maturity Date will be the Adjusted Annual Gross Interest Rate. For purposes of clarity, any verification issued by an External Verifier having a scope of verification equal to or greater than the content in the integrated annual report of the Issuer for the year 2022 will be considered as an independent and external verification issued by an External Verifier according to its regular procedures.
Ordinary interest accrued by the Notes will be calculated from their Date of Issue, as applicable, and the calculations to determine the amount of interest payable must include the calendar days actually elapsed until the corresponding Interest Payment Date. Calculations will be made by rounding to the hundredths.
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The ordinary interest that said Notes accrue shall be settled in the manner indicated in the “Interest Payment Frequency” section of this Note.
To determine the amount of ordinary interest payable on each Interest Payment Date, the Common Representative will use the following formula:
Where:
| I | = Interest to pay on the respective Interest Payment Date. |
| TI | = Annual Gross Interest Rate or Adjusted Annual Gross Interest Rate (expressed as a percentage). |
PL = Number of calendar days actually elapsed from the last Interest Payment Date and until the following respective Interest Payment Date.
| VN | = Nominal Value or Adjusted Nominal Value, as applicable, of the total outstanding Notes. |
The Common Representative shall inform the CNBV, the BMV and Indeval, in writing or by the means determined by them, at least 2 (two) Business Days prior to the relevant Interest Payment Date, the amount of interest payable, and the Adjusted Nominal Value per Note, if applicable, as well as the Annual Gross Interest Rate, as well as the applicable Adjusted Annual Gross Interest Rate, which shall remain fixed during the term of the issuance.
In the event that at any time between the Interest Payment Dates the Adjusted Nominal Value of the Notes is modified due to one or more early redemptions of the Notes, the calculations made by the Common Representative in accordance with the provisions of this Note must consider (i) the different Adjusted Nominal Values of the Notes that have taken place during said Interest Period, and (ii) the number of days applicable to each of said Adjusted Nominal Values of the Notes.
The Notes will no longer accrue interest as of the indicated payment date, provided that the Issuer has constituted the deposit of the redemption amount and, where appropriate, the corresponding interest, in the offices of Indeval no later than 11:00 a.m. on that day.
In the event that any interest payment is not paid in full, Indeval shall not be obliged to deliver the receipt corresponding to said payment, until it is fully paid; in any case, Indeval shall not be liable if it does not deliver the receipt corresponding to said payment, in the event that the payment is not fully paid.
This Note will be deposited with Indeval. Under the terms of Article 282 of the LMV, the Issuer determines that the title does not have attached coupons, taking the place of these, for all legal purposes, the certificates issued by Indeval.
The Issuer is not obliged to pay additional amounts with respect to withholding taxes or any equivalent tax, applicable in relation to the payments it makes with respect to the Notes, with the understanding that Indeval will not intervene or be responsible for determining or calculating any payment derived from this Note, or make any type of payment other than the payment of principal and ordinary interest derived from the Issue.
| IV. | INTEREST PAYMENT FREQUENCY. |
Ordinary interest accrued by the Notes shall be settled every 182 (one hundred eighty-two) days, in accordance with the schedule indicated in the security documenting this issuance and reproduced below, during the term of the Issue, against the delivery of the proof that the Indeval has issued; on the understanding that the first interest period applicable to the Additional Notes will be 44 (forty-four) days.
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The first interest payment will be made precisely on April 4, 2024.
| PERIOD | START DATE | INTEREST PAYMENT DATE | ||
| 1 | October 5, 2023 | April 4, 2024* | ||
| 2 | April 4, 2024 | October 3, 2024 | ||
| 3 | October 3, 2024 | April 3, 2025 | ||
| 4 | April 3, 2025 | October 2, 2025 | ||
| 5 | October 2, 2025 | April 2, 2026 | ||
| 6 | April 2, 2026 | October 1, 2026 | ||
| 7 | October 1, 2026 | April 1, 2027 | ||
| 8 | April 1, 2027 | September 30, 2027 | ||
| 9 | September 30, 2027 | March 30, 2028 | ||
| 10 | March 30, 2028 | September 28, 2028 | ||
| 11 | September 28, 2028 | March 29, 2029 | ||
| 12 | March 29, 2029 | September 27, 2029 | ||
| 13 | September 27, 2029 | March 28, 2030 | ||
| 14 | March 28, 2030 | September 26, 2030 |
| * | First Interest Payment Date of Original Notes and of Additional Notes |
In the event that any interest payment date in terms of this Note is a non-Business Day, payment will be made on the next Business Day, without the foregoing constituting a breach by the Issuer; the interest payment must be made based on the number of calendar days actually elapsed until the corresponding interest payment date (each, an “Interest Payment Date”) and, as a result, the next Interest Period will be decreased by the number of days the previous Interest Period has been increased.
The first Interest Period shall commence on the corresponding Date of Issue and shall end on (but shall not include) the first Interest Payment Date; each subsequent Interest Period shall commence on each Interest Payment Date and shall end on (but shall not include) the next Interest Payment Date (each, an “Interest Period”).
Failure to pay interest in a timely manner may result in the early maturity of the entire Issue of the Notes in accordance with the provisions of the “Causes of Early Maturity” section of this Note, and for this reason will be in default from that moment, making the payment obligations enforceable by the Issuer.
| V. | PRINCIPAL REDEMPTION. |
The principal of the Notes will be paid by a single payment at their Nominal Value or, if applicable, at their Adjusted Nominal Value, on the Maturity Date, upon delivery of the certificates issued by Indeval at the time by electronic transfer through Indeval. In the event that the Maturity Date is a non-Business Day, the redemption will be made on the immediately following Business Day, without the foregoing being considered a breach. The Common Representative must inform the CNBV through the STIV-2 (or the means it determines), the BMV through the SEDI (or the means it determines) and Indeval in writing (or through the means it determines), no later than the second Business Day prior to the Maturity Date, of the amount of the corresponding redemption in Pesos.
| VI. | VOLUNTARY EARLY REDEMPTION. |
The Issuer shall have the right to prepay the Notes fully or partially, on any date, prior to the Maturity Date, in accordance with the following:
(a) Redemption to “make-whole”. If the early redemption is made on or before June 12, 2030, it will be made at a price equal to the Early Redemption Price (as defined below), plus the ordinary interest accrued and unpaid on the principal of the Notes at the date of early redemption. The Early Redemption Price shall in no case be less than 100% (one hundred percent) of the outstanding principal amount of the Notes at the date of early redemption.
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In the event that the Issuer exercises its right to redeem the Notes in advance before the aforementioned date, the Issuer shall pay the Holders an amount equal to the greater of (i) 100% (one hundred percent) of the outstanding principal amount of the Notes and (ii) the amount of the present value of each of the outstanding principal and interest payments under the Notes in accordance with the payment schedule that appears in the “Interest Payment Frequency” section of this security, (excluding accrued and unpaid interest on the principal of the Notes at the date of early redemption), calculated (x) if the early redemption date occurs before the Rate Adjustment Date, based on the Annual Gross Interest Rate up to the interest period beginning on the Rate Adjustment Date and based on the Adjusted Annual Gross Interest Rate as from the Interest Period commencing on the Rate Adjustment Date, unless the Issuer has met the Sustainability Performance Target prior to the early redemption date and the Issuer has delivered to the Common Representative a Notice of Compliance at least 15 (fifteen) calendar days prior to the early redemption date, in this case, it will be calculated based on the Annual Gross Interest Rate; or (y) if the early redemption date occurs after the Rate Adjustment Date, based on the Adjusted Annual Gross Interest Rate, unless the Issuer has met the Sustainability Performance Target prior to the Rate Adjustment Date and the Issuer has delivered the Notice of Compliance to the Common Representative on or before the Notification Date, as set forth in the “Interest Rate and Interest Method Calculation” section of this security, in which case, it will be calculated based on the Annual Gross Interest Rate, with the outstanding principal and interest payments discounted at the M Bond Rate, plus 25 basis points, (1) in the case of the principal, based on the number of days between the Maturity Date and the early redemption date (based on periods of 182 days and a year of 360 days), and (2) in the case of interest, based on the number of days between each Interest Payment Date after the date of early redemption, respectively (based on periods of 182 days and a year of 360 days) (such amount, the “Early Redemption Price”) plus accrued and unpaid interest on the principal of the Notes as of the date of early redemption.
(b) Redemption to Nominal Value or Adjusted Nominal Value. If the early redemption is made as of June 13, 2030, it will be made at Nominal Value or Adjusted Nominal Value of the Notes, plus the ordinary interest accrued and not paid on the principal of the Notes at the date of early redemption.
(c) General Provisions Applicable to Early Redemption. In the event that the Issuer decides to redeem the Notes in advance in accordance with the foregoing, the Issuer, through the Common Representative, will notify the CNBV, the BMV, the Indeval of its decision to exercise said right in writing or by the means they determine, and the Holders, through the SEDI, at least 30 (thirty) calendar days in advance of the date on which it intends to redeem the Notes in advance.
The Common Representative shall calculate any payable amounts, informing the CNBV, BMV and Indeval, in writing or by the means determined by them, and the Holders through the SEDI, 5 (five) Business Days prior to the date of early redemption, together with the information used to calculate it.
On the date of early redemption, the Notes that are settled will no longer accrue interest, unless the Issuer does not deposit it with Indeval, no later than 11:00 a.m. (Mexico City time), the Early Redemption Price, plus the accrued and unpaid interest with respect to the Notes on the date of early redemption. The Early Redemption Price will be paid by electronic transfer through Indeval on the early redemption date.
In the event that the Issuer exercises its right to partially redeem the Notes, once the partial payment of the Notes has been made by the Issuer, the Common Representative shall pay pro rata between the Holders and calculate the Adjusted Nominal Value of the Notes, with the understanding that in the event of early partial redemptions, the Nominal Value of the Notes will be adjusted by subtracting the Nominal Value of the entirety of the Notes, the amount of the redemption, divided by the number of outstanding Notes.
For purposes of the foregoing,
“M Bond Rate” means, in relation to the date of early redemption, the annual rate equivalent to the semi-annual yield (considering periods of 182 days and a year of 360 days) at the interpolated maturity or maturity (based on the number of days) of the “Compare M Bond Issue”, assuming a price for the “Compare M Bond Issue” (expressed as a percentage of the principal) equal to the “Compare M Bond Price”.
“Comparable Bond Issue” means the issuance of Federal Government Development Bonds with Fixed Interest Rate selected by an “Independent Bank”, which have an actual or interpolated maturity comparable to the period between the date of early redemption and the Maturity Date of the Notes, which will be selected based on recognized financial practices for the valuation of new issuances of corporate debt.
“Independent Bank” means any Mexican Credit Institution that works with Federal Government Development Bonds with a Fixed Interest Rate in the Mexican primary market and that is selected by the Issuer.
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“Price of the Comparable Bond” means, in relation to the date of early redemption, the “Independent Bank Quote”.
“Independent Bank Quote” means, in relation to the early redemption date, the average, as calculated by the Issuer, of the purchase and sale prices of the Comparable Bond Issue (expressed in each case as a percentage of its principal amount) quoted in writing by the Independent Bank before 2:30 p.m. Mexico City time, on the third business day prior to the early redemption date.
| VII. | DEFAULT INTEREST. |
In the event of default in the payment of principal of the Notes, in lieu of the Annual Gross Interest Rate or the Adjusted Annual Gross Interest Rate, as the case may be, default interest will accrue on the outstanding principal of the Notes at the Annual Gross Interest Rate or the Adjusted Annual Gross Interest Rate, as the case may be, applicable during each period in which the default occurs and continues plus 2 (two) percentage points. Default interest will be payable on demand from the date on which the default occurs and until the principal amount has been fully paid, calculated on the basis of 360 days and for the days in default actually elapsed.
The amount owed for default interest must be paid at the domicile of the Issuer or the Common Representative, as the case may be, and in the same currency as the principal amount.
| VIII. | DEFAULT IN THE PAYMENT OF PRINCIPAL AND INTEREST. |
In the event that the Issuer does not make the timely payment of the principal and ordinary interest of the Notes on the corresponding payment date, the Common Representative, without prejudice to the rights that the Holders may individually exercise, will exercise the corresponding collection actions within 5 (five) Business Days following the date on which the payment should have been made, unless the general Meeting of Holders decides otherwise.
| IX. | PLACE AND FORM OF PAYMENT OF PRINCIPAL AND INTEREST. |
The principal and interest accrued by the Notes will be paid on the day of their maturity and on each payment date respectively, by electronic transfer of funds, through Indeval, whose offices are located at Avenida Paseo de la Reforma No. 255, 3er Piso, Col. Cuauhtémoc, 06500, Mexico City, or at any other address where the future Indeval is established, against the certificates or certifications issued for such purposes by said institution, or, where appropriate, at the offices of the Issuer located at Avenida Ricardo Margáin Zozaya #325, Colonia Valle Campestre, San Pedro Garza García, N.L., C.P. 66265. The amount owed for default interest must be paid at the offices of the Issuer or the Common Representative, as notified to the Holders.
| X. | INCREASE IN THE NUMBER OF NOTES. |
Subject to market conditions, the Issuer shall have the right to issue and publicly offer notes additional to the notes originally issued under the corresponding security. The additional notes (i) shall be deemed to form part of the issuance of the Original Notes (for which reason, among other things, they will have the same ticker assigned by the BMV) and (ii) will have the same terms and conditions as the Original Notes (including, but not limited to, Maturity Date, Annual Gross Interest Rate and, if applicable, Adjusted Annual Gross Interest Rate, Nominal Value or Adjusted Nominal Value of each Note, obligations to do and not to do and Causes of Early Maturity, if applicable). The additional notes will accrue interest from the date of their issuance at the rate applicable to the Original Notes.
By virtue of the acquisition of Original Notes, it will be understood that the Holders have consented to the Issuer issuing additional notes, so the issuance and public offer of the additional notes will not require the authorization of the holders of the Original Notes. The issuance of Additional Notes shall be subject to the following:
(a) The Issuer may issue and publicly offer additional notes provided that (i) the ratings of the additional notes are the same or higher than the ratings granted to the Original Notes and that the latter ratings do not decrease (either as a result of the increase in the number of outstanding Notes or for any other reason) and (ii) the Issuer is up to date in the fulfillment of its obligations (including the obligations to do and not do, if applicable), or there is or may be no Cause of Early Maturity (as a result of the issuance of additional notes), in accordance with the Original Notes.
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(b) The maximum amount of additional notes that the Issuer may issue and publicly offer, in addition to the amount of the outstanding Issues (including the Issue of the Original Notes), may not exceed the Total Authorized Amount of the Program.
(c) On the date of issuance of the additional notes, the Issuer shall redeem the note deposited in Indeval representing the original Notes, or, where appropriate, the Common Representative of the Holders of the Notes, by written notice given by the Issuer to Indeval 6 (six) Business Days in advance of the corresponding redemption, for a new note that covers the original Notes, plus the additional notes, and deposit said note with Indeval. Said note shall only record the amendments that are necessary to reflect the issuance of the additional notes, that is, (i) the total amount of the Issue, (ii) the total number of Notes covered by the note (which shall be equal to the number of Original Notes, plus the number of additional notes), (iii) the Date of Issue (which shall be the date of Issue of the additional notes), and (iv) the term of the Issue, the term of which shall be equal to the term that exists between the date of Issue of the additional notes and the Maturity Date of the Original Notes, by virtue of the Maturity Date of said note being the same Maturity Date as that of the Original Notes.
(d) The date of issue of the additional notes may or may not coincide with the date on which any of the interest periods under this Note that documents the Original Notes begin. The price of the additional notes must reflect the interest accrued from the date on which the current Interest Period begins, on the understanding that the Original Notes continue to accrue interest in the Interest Period that is in force on the date of issuance of the additional notes and the additional notes will accrue interest from the date on which the Interest Period in force of the Original Notes begins.
(e) Neither the issuance of the additional notes nor the increase in the outstanding amount of the Original Notes derived therefrom shall constitute novation.
(f) The Issuer may make various additional note issues on any particular original Note Issue.
(g) Additional notes may be placed at a price other than their Nominal Value, depending on the market conditions.
| XI. | OBLIGATIONS TO GIVE, DO AND NOT DO OF THE ISSUER AND THE GUARANTORS. |
Unless the Holders of the majority of the Notes authorize otherwise in writing, from the date hereof and until the Notes are paid in full, the Issuer and the Guarantors (only with respect to section number (1), subsections (a) and (b) of section number (6) y section number (10)) undertake to comply with the following:
(1) Payments. Pay the principal and interest in accordance with the provisions of the “Interest Payment Frequency” and “Principal Redemption” sections of this Note.
(2) Internal Financial Statements. Deliver to the Common Representative on a quarterly basis, no later than within 5 (five) Business Days after the dates indicated in Article 33 of the Sole Circular or any other provision applicable or that replaces it, a copy of the Issuer’s unaudited internal consolidated basic financial statements at the end of each of the first three quarters of each year, that for these purposes comprise the balance sheet, income statement and cash flow, which must be prepared in accordance with the IFRS and must be accompanied by a certification signed by the Director of the Comptroller’s Office or Treasurer of the Issuer, in which they declare that the financial statements to which said certification relates are the Issuer’s unaudited internal consolidated basic financial statements.
(3) Audited Financial Statements. Deliver to the Common Representative on an annual basis, no later than 5 (five) Business Days after the dates indicated in Article 33 of the Sole Circular or any other applicable provision or that replaces it, a complete copy of the Issuer’s annual consolidated financial statements, including the balance sheet, income statement and statement of change in financial position, prepared in accordance with the IFRS and audited by the Issuer’s external auditors.
(4) Other Reports.
(a) Inform the Common Representative in writing, within 10 (ten) Business Days after the Issuer becomes aware of any event that constitutes a Cause of Early Maturity under this Note.
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(b) The Issuer delivers to the Common Representative the information and documentation necessary to verify compliance with the Issuer’s obligations in terms of section II of Article 68 of the Sole Circular, except for those obligations of an accounting, fiscal, labor, administrative and other nature of the Issuer, which are not directly related to the payment of the Notes, including a note within 10 (ten) Business Days following the date on which the Issuer’s financial statements for the first 3 (three) quarters and the annual audited financial statements are disclosed, respectively, signed by the Issuer, indicating compliance with the obligations contained in this section “Obligations To Give, To Do and Not To Do of the Issuer and the Guarantors” as of the date of said financial statements.
(5) Use of Resources derived from the Issue; Registration of Notes.
(a) Use the resources derived from the placement of the Notes for the purposes stipulated in this Note.
(b) Maintain the registration of the Notes in the National Securities Registry of the CNBV and on the list of securities of the BMV.
(6) Legal Existence, Accounting and Prevailing Line of Business.
(a) Maintain its legal existence and that of the Guarantors and maintain itself and maintain them as a going concern, except as permitted in section 9 “Mergers, sales of assets” below.
(b) Maintain its accounting and that of the Guarantors in accordance with IFRSs.
(c) Maintain, through the usual development of business, its prevailing line of business and that of its consolidated subsidiaries considered as a whole.
(7) Priority of Payments. Do what is necessary so that its obligations under the Notes are direct and unsecured obligations of the Issuer and that they have the same priority of payment, in the case of commercial bankruptcy, as its other direct and unsecured obligations, except for the preferences established by operation of law.
(8) Limitations on Encumbrances. The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries, directly or indirectly, to contract, grant, assume or permit the constitution of any Encumbrance on Operating Assets to secure the payment of Debt, except (i) in the case of Permitted Encumbrances or (ii) that simultaneously to the creation of any Encumbrance on Operating Assets to guarantee the payment of Debt, (a) if the Encumbrance is granted on Operating Assets of the Issuer or any Restricted Subsidiary other than Guarantor, only for as long as such Encumbrance remains, an Encumbrance is granted on the same Operating Asset that guarantees the obligations under the Notes, and (b) if the Encumbrance is granted on Operating Assets of a Restricted Subsidiary that is a Guarantor, only for as long as such Encumbrance remains, an Encumbrance is granted on the same Operating Asset that guarantees at least, in the same way and priority, its obligations under the Notes.
“Debt” means, with respect to any person, unduplicated, (i) any borrowed money obligations, (ii) any obligations represented by bonds, notes, obligations, promissory notes or other similar instruments, including perpetual notes or bonds, obligations or similar instruments, regardless of the maturity date, (iii) all obligations for financial leases or any other lease that is recognized as a financial liability under the IFRS; (iv) to the extent of reimbursement obligations with respect thereto, all obligations issued or assumed as a deferred purchase price of a property, all conditional sales obligations and all payment obligations under any ownership retention agreement (but excluding accounts payable and other accrued liabilities accounted for as current liabilities (in accordance with the IFRS) arising in the ordinary course of business), (v) reimbursement obligations with respect to letters of credit, or similar credit transactions, and (vi) all obligations under hedging contracts or other derivatives, on the understanding that “Debt” does not include obligations of the type described in subsections (i) to (vi) above due between the Issuer and its Subsidiaries or between the Subsidiaries of the Issuer.
“Guarantee” means any obligation, contingent or not (including an endorsement), of any person directly or indirectly securing another person’s Debt, contingently or otherwise, or which has been assumed for the purpose of otherwise securing the creditor of such Debt from payment thereof or to protect such creditor from any loss, in whole or in part, regarding it, on the understanding that “Guarantee” does not include endorsements as proxy or deposits in the ordinary course of business and does not apply to an intercompany Debt guarantee between the Issuer and its Subsidiaries or between the Subsidiaries of the Issuer.
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“Permitted Encumbrances” means:
(i) Encumbrances arising from any tax or labor obligation or created by operation of law, provided that they have been challenged in good faith and with respect to which reserves or any other provision necessary under the IFRS have been created, if applicable;
(ii) Encumbrances of lessors and carriers, warehousers, and mechanics incurred in the ordinary course of business for sums not yet due or whose payment is being challenged in good faith by appropriate procedures initiated in a timely manner and carried out with diligence and for which reserves or other appropriate provisions, if any, required by IFRS, and any other Encumbrance created by operation of law, have been constituted;
(iii) Encumbrances 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 by the Issuer and its Subsidiaries;
(iv) Encumbrances for judgments or court orders, unless the judgment it guarantees has not been, within 60 (sixty) days from the entry into force thereof, complied with, annulled or its execution suspended pending appeal, or has not been complied with or annulled within 60 (sixty) days from the expiration of said suspension;
(v) Encumbrances on acquired Operating Assets (including, with respect to any acquisition of 51% (fifty-one percent) or more of the voting shares of a corporation, the shares or other interests in the share capital and/or assets of or in the acquired or acquiring company and/or any Subsidiary of the acquired or acquiring company), built, developed or improved by the Issuer or any of its Restricted Subsidiaries (independently or jointly with another person) after the Date of Issue of the Notes, or any assets reasonably considered to be incidental to the use or operation of the Operating Assets (including any real estate in which such Operating Assets are located), as long as, such Encumbrance is constituted or assumed (x) during the period in which such Operating Assets have been constructed, developed or improved, or (y) contemporaneously or within 360 (three hundred sixty) calendar days following the date of acquiring or completing their construction, development or improvement for the purpose of securing or obtaining payment of all or part of the purchase price or other consideration for such Operating Assets or other costs of such acquisition, construction, development or improvement (including incremental costs, interest during construction and financing and refinancing costs);
(vi) Encumbrances on Operating Assets that exist before the Issuer or any of its Restricted Subsidiaries acquires them, provided that such Encumbrances have not been created exclusively as a result of such acquisition;
(vii) Encumbrances on Operating Assets acquired from a person who merges with the Issuer or any of its Restricted Subsidiaries or any Encumbrance on Operating Assets of a person that exist before such person becomes a Restricted Subsidiary, in each case provided that such Encumbrances have not been created as a result of or before such acquisition;
(viii) Encumbrances that guarantee Debt or a Guarantee of the Issuer or any of the Subsidiaries, as well as those to guarantee the fulfillment of bids, commercial contracts, leases, bonds and other obligations of a similar nature, in each case, that are executed in the ordinary course of business;
(ix) Encumbrances granted by the Issuer or any of its Restricted Subsidiaries to secure Debt; provided that the maximum amount of such Debt secured by such Encumbrance does not exceed US$500,000,000.00 (five hundred million 00/100 dollars) (or its equivalent in any other currency) at any time;
(x) Encumbrances created prior to the Date of Issue of the Notes and any renewal, extension or increase thereof;
(xi) Encumbrances on accounts receivable or on the share capital of any Subsidiary other than a Restricted Subsidiary, in both cases, solely with respect to an operation or series of transactions entered into by the Issuer or any Restricted Subsidiary to sell, transmit, assign or transfer in any way any accounts receivable in order to obtain financing for the operations of the Issuer or its Restricted Subsidiary;
(xii) Encumbrances granted pursuant to or in connection with any compensation or netting agreement entered into in the ordinary course of business;
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(xiii) Encumbrances constituted with the prior consent of the Common Representative, in accordance with the instructions of at least 51% (fifty-one percent) of the Holders;
(xiv) Encumbrances guaranteeing Debt or obligations under coverage contracts, as well as any guarantee under these and any reimbursement obligations with respect to letters of credit that have not been repaid within 30 days after their execution, provided that, the maximum amount of the Debt guaranteed by said Encumbrance does not exceed US$200,000,000.00 (two hundred million dollars 00/100) (or its equivalent in any other currency); and
(xv) Encumbrances other than those mentioned above, which guarantee obligations of the Issuer or its Restricted Subsidiaries, which together guarantee obligations for an amount not greater than the highest of (i) 20% (twenty percent) of the Total Consolidated Assets, or (ii) USD 1,500,000,000.00 (one billion five hundred million dollars 00/100) (or its equivalent in any other currency).
(9) Mergers, asset sales. Not to merge or transfer or dispose of all or substantially all of the consolidated assets and assets of the Issuer and its Subsidiaries, unless the following conditions are met: (i) if the Issuer or any of the Guarantors is the merged company or the company that transmits or disposes of all or substantially all of the consolidated assets and assets of the Issuer and its Subsidiaries, that the surviving or acquiring company assumes the obligations of the Issuer or the Guarantor, as appropriate, under the Notes, (ii) once the corresponding operation takes effect, a Cause of Early Maturity does not occur under the Notes, and (iii) if the Issuer or any of the Guarantors is the merged company or the one that transmits or disposes of all or substantially all of the consolidated assets and assets of the Issuer and its Subsidiaries, the surviving or acquiring company delivers to the Common Representative a legal opinion that said merger or transfer complies with the provisions of subsection (i) above and a certificate signed by a responsible official indicating that said operation complies with the provisions of subsection (ii) above. For clarity, if the above conditions are met, the Issuer and the Guarantors may merge (as a merging company or merged company) or transfer or dispose of all or substantially all of the consolidated goods and assets of the Issuer and its Subsidiaries. The Issuer and the Guarantors shall not have to comply with such conditions if they enter into other types of transactions, including, without limitation, asset purchase or stock transactions or transactions for which the Issuer or the Guarantors sell or dispose of goods or assets that do not represent all or substantially all of the consolidated goods and assets of the Issuer and its Subsidiaries. The provisions of this section number (9) shall not apply when (a) the corresponding transfer or disposal of goods or assets is to the Issuer or between Guarantors, (b) the merger is between the Issuer and any Guarantor with the Issuer as a merger company or between Guarantors, or (c) the merger is between any Guarantor and a Restricted Subsidiary (as merger company) in which the Issuer, directly or indirectly, holds 99.5% (ninety-nine point five percent) or more of the shares or other stakes in the share capital.
(10) Tax Obligations. The Issuer and the Guarantors must comply with and be up to date in the payment of all taxes, contributions, government rights and charges that apply to them, determined, imposed or required, except for taxes, contributions, government rights and charges (regardless of the amount) whose constitutionality or determination is pending to be resolved for being the reason of a dispute with, or deferral requested before, the competent tax authority, provided that the Issuer or any of the Guarantors (a) has filed in good faith the means of defense established by applicable tax laws, (b) has established or maintains sufficient reserves, if required under applicable IFRS, in the event that the admissibility of the payment is declared by an enforceable judgment and (c) it has proceeded to guarantee the actual and potential tax liability in the terms required by the applicable tax provisions, given the case.
| XII. | CAUSES OF EARLY MATURITY. |
In the event that any of the following events occur (each one, a “Cause of Early Maturity”), the Notes may be considered to have matured in advance under the terms and conditions established below:
(1) Failure to Pay Interest on Time. If the Issuer fails to make the timely payment, when due, of any amount of interest under the Note, and such payment is not made within 15 (fifteen) Business Days following the date on which it should have been made.
(2) Breach of Obligations under the Note. If the Issuer or any Guarantor fails to comply with any of its obligations contained in the Note other than the obligation to pay principal and interest under the Notes, on the understanding that the Issuer shall be deemed to be in default of such obligations if such default is not remedied within 90 (ninety) calendar days following the date on which the Issuer received written notification from the Common Representative specifying the default on the obligation in question.
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(3) Default of Obligations that do not arise from the Notes. If the Issuer (i) fails to comply with the principal payment when due (whether on the scheduled due date or otherwise), with respect to any Debt of the Issuer for money borrowed, equal to or greater than USD 50,000,000.00 (fifty million Dollars 00/100) (or its equivalent in other currencies), or (ii) incurs in default or cause of early maturity (after its applicable grace period), and as a result of such breach or cause of early maturity such Debt is accelerated by whoever has the right to do so, through the corresponding statement, under any contract or instrument documenting or relating to Debt of the Issuer for money borrowed, equal to or greater than USD 50,000,000.00 (fifty million Dollars 00/100) (or its equivalent in other currencies).
(4) Insolvency. If the Issuer is declared in bankruptcy or insolvency by a competent judicial authority by means of a resolution that does not admit any appeal, or if the Issuer admits in writing its inability to pay debts in general when due.
(5) Validity of Notes. If the Issuer rejects, claims or challenges, through a procedure initiated in accordance with applicable law, the validity or enforceability of the Notes.
(6) Cancellation of the registration of Notes in the RNV. That the CNBV cancels the registration of the Notes in the RNV as a result of the Issuer’s failure to comply with the provisions established in the applicable regulation.
(7) Judgments. If the Issuer ceases to pay amounts pursuant to one or more final judicial judgments, not subject to appeal or remedy whatsoever, issued against it for a total amount of USD 100,000,000.00 (one hundred million Dollars 00/100) (or its equivalent in any other currency), and such judgments are not paid, guaranteed or suspended within 60 (sixty) calendar days following the date on which they must be paid.
If any of the events mentioned in the above paragraphs (4), (5) and (6) occur, the Notes will automatically mature, without the need for prior notice of default, presentation, payment requirement, protest or notification of any nature, whether legal or extralegal, and the unpaid principal amount of the Notes, the ordinary interest accrued and unpaid in respect thereof and all other amounts due thereunder will become immediately payable.
Should the event mentioned in paragraph (1) above occur (and the applicable grace period having elapsed), all amounts payable by the Issuer under the Note may be declared mature in advance, provided that at least 1 (one) Holder provides written notice to the Common Representative indicating its intention to declare the Notes matured in advance, in which case the outstanding principal sum of the Notes, the ordinary interest accrued and unpaid with respect thereto and all other amounts due thereunder will become immediately payable. In the event that there is no request by any Holder whatsoever after 5 (five) Business Days after the date on which the Cause of Early Maturity mentioned in paragraph (1) above have elapsed, the Common Representative shall proceed to convene a Meeting of Holders in order to resolve it.
In the case that any of the events mentioned in paragraphs (2) (3) and (7) above occur (and the applicable grace periods have elapsed), all amounts payable by the Issuer pursuant to the Notes may be declared due in advance, provided that the meeting of Holders resolves to declare the Notes matured in advance and the Common Representative delivers a notice on the resolution of the meeting of Holders to the Issuer that declares the Notes matured in advance, in which case the Issuer shall become delinquent from the time it receives notice from the Common Representative, and the outstanding principal amount of the Notes, the accrued and unpaid interest thereon and all other amounts due thereunder, if any, shall become immediately enforceable. For the purpose of declaring the Notes mature in advance, the attendance and voting quorums at the meeting of Holders shall be those indicated in paragraphs (h) and (g) of section “Meeting of Holders” of this Note.
The Common Representative shall inform the BMV (through the SEDI or the means it determines), the CNBV through the STIV 2, and the Indeval in writing (or through the means it determines) as soon as it is aware of and has verified any Cause of Early Maturity. Likewise, once the Notes are declared mature in advance, the Common Representative will inform the CNBV and the BMV, through the means determined thereby, including STIV 2 and SEDI (or any other means determined by the CNBV and the BMV, respectively). Likewise, the Common Representative must immediately inform Indeval in writing (or by the means it determines), that the Notes have been declared mature in advance, for which it will provide Indeval with the information requested for this purpose and that the Common Representative has at its disposal.
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For clarity, failure to deliver the Notice of Compliance shall not constitute a Cause of Early Maturity.
| XIII. | DESTINATION OF FUNDS. |
| A. | Destination of Original Note Funds |
The Issuer used the resources it obtained from the issuance to fully or partially redeem the outstanding balance under any of the following contracts or obligations, at the Issuer’s option:
(i) The 2023 Credit Agreement, which consists of a simple USD 1 billion 5-year credit line, with a Secured Over Night Rate (“SOFR”) + 100 basis points and a committed revolving USD 2 billion 5-year credit line, with a SOFR + 100 basis points, maturing in November 2028;
(ii) The Banorte Credit Agreement for up to USD 345 million, with a TIIE + 100 basis points, maturing on December 2028;
(iii) The credit agreement for up to EUR 500 million, with an Euro Interbank Offered Rate (“EURIBOR”) + 140 basis points dated October 7, 2022, entered into between Cemex, S.A.B. de C.V. as borrower, BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México as an administrative agent and sustainability structurer, BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México, BNP Paribas, Citigroup Global Markets Inc. and Mizuho Bank Ltd., New York Branch, as placement agents and lead coordinators, and the other borrowers that are part of it, which was used to amortize debt instruments, maturing in October 2025; and/or
(iv) The Notes.
“Notes” means any of the following outstanding notes of the Issuer exempt from registration pursuant to Rule 144A and Regulation S under the United States Securities Act of 1933:
i. Senior notes with specific guarantee denominated in Euros at 3.125%, issued on March 19, 2019, for an outstanding amount of EUR 400 million, maturing in 2026;
ii. Senior notes with specific guarantee denominated in Dollars at 5.450%, issued on November 19, 2019, for an outstanding amount of USD 753 million, maturing in 2029;
iii. Senior notes with specific guarantee denominated in Dollars at 5.200%, issued on September 17, 2020, for an outstanding amount of USD 717 million, maturing in 2030; and
iv. Senior notes with specific guarantee denominated in Dollars at 3.875%, issued on January 12, 2021, for an outstanding amount of USD 1.108 billion, maturing in 2031.
B. Destination of Additional Note Funds
The Issuer will use the proceeds obtained from the Issue to repay all or part of the outstanding balance, at the Issuer’s election, under any of the Debt Instruments described in paragraph A above.
| XIV. | ADDRESS OF ISSUER. |
The Issuer’s registered office is Monterrey, Nuevo León. The Issuer’s mailing address for purposes of this Note is Avenida Ricardo Margain Zozaya #325, Col. Valle Campestre, San Pedro Garza García, N.L., C.P. 66265.
| XV. | RIGHTS THAT NOTES CONFER ON HOLDERS. |
Each Note shall represent for its holder the right to collect the principal and ordinary interest and, where appropriate, the default interest, as applicable, owed by the Issuer, under the terms described in this security and the Supplement, from the corresponding Date of Issue to the date of the full refund of its Nominal Value or Adjusted Nominal Value, as the case may be.
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| XVI. | TRUSTEE. |
This security that covers the Notes will be deposited with Indeval in accordance with the provisions of Article 64 of the LMV.
| XVII. | WARRANTY. |
The Notes shall be unsecured and shall not have a specific guarantee, but they will at all times be endorsed by the Guarantors; on the understanding that at any time during the term of the Notes and without the consent of the Meeting of Holders or the Common Representative being required, the Issuer shall have the right to release any Guarantor from their obligations in such capacity under the Notes, as well as the right (but not the obligation) to replace any Guarantor or include new guarantors, provided that after such release, addition or replacement takes effect, the Minimum Endorsement is met, based on a certification from the secretary of the Issuer’s Board of Directors.
The Issuer (i) within 5 (five) Business Days following the date on which any of the changes described in the preceding paragraph occur, will publish a notice via the SEDI or any means that replaces it, describing the changes in Guarantors made in accordance with this Security, and (a) will submit the certification of the secretary of the Board of Directors of the Issuer referred to in the preceding paragraph, and (b) will obtain a legal opinion issued by an independent attorney (accrediting it with the letter referred to in Article 87 of the Provisions) that refers to the validity and enforceability of the Notes against persons who are constituted as Guarantors after such release, addition or replacement, as well as the powers of those who will subscribe the new security in their name and on their behalf (whose certification and legal opinion will be delivered to the CNBV (with a copy to the Common Representative) as part of the process of updating the registration of the Notes in the RNV), and (ii) once such notice is published, the redemption of the security shall be made by depositing the new security in Indeval as soon as possible and upon delivery of the Security then deposited, with the new security having to correctly reflect the Subsidiaries of the Issuer that will be Guarantors under the Notes from that moment on.
No change in the Guarantors shall constitute novation of the obligations contained in this Note.
| XVIII. | TAX REGIME. |
The applicable withholding rate with respect to interest paid under the Notes is subject: (i) for individuals or legal entities residing in Mexico for tax purposes, to the provisions of Articles 54, 55, 135, and other applicable laws of the current Income Tax Law; and (ii) for individuals and legal entities resident abroad for tax purposes, to the provisions of Articles 153, 166, and other applicable laws of the current Income Tax Law, in the treaties to avoid double taxation that Mexico has in force, as applicable, and other applicable tax provisions, as amended at any time and provided that the requirements set forth by such provisions are met. Potential acquirers of the Notes should consult with their advisers about the tax consequences resulting from their investment in the Notes, including the application of specific rules regarding their particular situation. The current tax regime may be amended throughout the term of the Issue. The tax regime of the issuance or investment in the Notes has not been validated or verified by the corresponding tax authorities. The Issuer assumes no obligation to report changes in applicable tax provisions throughout the term of the Issue, or to make gross or additional payments to cover any new taxes.
| XIX. | COMMON REPRESENTATIVE. |
The Holders of the Notes designate as common representative, under the terms of Articles 64 section XIII, 68 and 69 of the LMV, CIBanco, S.A., Institución de Banca Múltiple, who accepts the appointment and undertakes its faithful performance.
The Common Representative shall have the rights and obligations and carry out all acts necessary to safeguard the rights of the Holders, in accordance with (i) this Note, (ii) Articles 68, 69 et al. applicable to the LMV relating to the common representation, and where applicable, (iii) the LGTOC, particularly with respect to the obligations and powers of the common representative, as well as its designation, revocation or waiver, and (iv) Articles 65, 68 et al. applicable to the Sole Circular.
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The Common Representative shall have the obligation to ensure the interests of the Holders, for which it shall review, through the information provided to it for such purposes, the compliance by the Issuer and the Guarantors in due time and form , with their obligations related to the this issuance and payment of the Notes contained in this Note (except for the accounting, tax, labor and administrative obligations that are not directly related to payment of the Notes).
The Common Representative shall act in accordance with the instructions of the Meeting of Holders (for the purposes of clarity, the Common Representative does not represent the Holders individually, but jointly).
The Common Representative shall at all times have the right to request from the Issuer and, if applicable, from the Guarantors, the information and documentation that is necessary to verify compliance with the obligations established in this security, as well as conduct visits or reviews; the Issuer and the Guarantors, shall have the obligation to deliver such information and documentation and to have its external auditors, legal advisers or third parties provide the Common Representative with the information and documentation within the time frames reasonably requested by the Common Representative for the performance of its duties, in the understanding that the Common Representative may make such information known to the Holders. The Common Representative may at any time conduct visits or reviews of the Issuer once a year and whenever it deems it necessary, provided that it is (i) on business days and during business hours, (ii) does not interfere with the Issuer’s operations, and (iii) has given the Issuer 15 (fifteen) days’ advance written notice, except in the case of justified urgent cases in which case it will be required to give one-day advance written notice.
The Common Representative shall have the obligation to immediately request the Issuer to make known to the public, through a relevant event, any breach of the obligations established in this security, in the understanding that in the event that the Issuer fails to disclose the relevant event in question within 2 (two) Business Days following the notice from the Common Representative, the latter will have the obligation to publish such relevant event immediately.
In order to be able to comply with all of the above and that detailed below, the Common Representative may request to the general meeting of Holders, or have it contract, in case of breach, at the expense of the Issuer, any third-party specializing in the matter in question, that it considers necessary or appropriate to aid in compliance with its review obligations referred to in the preceding paragraphs or established in applicable legislation, subject to the responsibilities established by the meeting itself and, as a result, the Common Representative may rely, act and/or abstain from acting based on the determinations made by such specialists, as determined by the meeting of Holders. In the event that the Meeting of Holders does not approve such a contract, it may not be carried out. In the latter case, the Common Representative shall only be liable for the activities that are directly attributable to it under the terms of applicable legal provisions, in the understanding that if the meeting of Holders authorizes the contracting but does not provide sufficient resources to the Common Representative for such purposes, the provisions of Article 281 of the Commercial Code will be followed as well as the provisions of Article 2577 of the Civil Code for the Federal District and its correlatives in relation to its capacity as agent in terms of Article 217 of the LGTOC, in the understanding, also, that the Common Representative shall not be obliged to anticipate the amounts necessary for contracting third-party specialists and shall not be liable under any circumstance for the delay in their contracting and/or for lack of resources to carry out said contracting and/or because they are not provided to them by either the Issuer or, if it does not comply with that obligation, the Holders.
The Common Representative shall only act or cease to act based on information received, without being obligated to verify its authenticity, integrity or accuracy. The Common Representative shall not be liable in cases involving malpractice, negligence, bad faith or illegal action (including fraud) by the Issuer.
The Common Representative shall have the powers and obligations indicated by the LMV, the LGTOC and other applicable ones, as well as those attributed to it by way of example and not limitation in this Note. For all matters not expressly provided for in this Note or in the LGTOC, the Common Representative shall act in accordance with the instructions of the meeting of Holders.
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The Common Representative shall have, among others, the following obligations and powers:
(i) Sign this representative note of the Notes;
(ii) Power to monitor compliance with the use of the resources obtained from the issuance and placement of the Notes in accordance with the provisions of this Note;
(iii) Convene and preside over the meetings of Holders when required by law, when deemed necessary or appropriate, or at the request of the Holders representing, individually or jointly, 10% (ten percent) or more of the circulating Notes or at the request of the Issuer;
(iv) Sign, on behalf of the Holders and after approval of the Meeting of Holders, when applicable, the documents or agreements that must be signed or entered into with the Issuer.
(v) Exercise the acts that are necessary for the purpose of safeguarding the rights of the Holders, including without limitation, the power to request the meeting to hire an auditor, when in its opinion it is necessary;
(vi) Calculate and publish the Annual Gross Interest Rate applicable to the Notes in each Interest Period, as well as the amount of interest payable on each of the Interest Payment Dates or, if applicable, of principal on the Maturity Date;
(vii) Act before the Issuer or before any competent authority as intermediary with respect to the Holders of the Notes;
(viii) Monitor compliance with the obligations of the Issuer under the terms of this Note;
(ix) Publish, through the means determined for this purpose, any information to the large investing public regarding the status of the issuance, in the understanding that any information that is confidential must always be identified as such, since the Common Representative may disclose to the investing public any information that has been made known to it and that has not been identified as confidential;
(x) Request from the parties all the necessary information in the exercise of their powers and for the fulfillment of their obligations;
(xi) Inform the CNBV, the BMV and the Indeval, through the means they determine, as soon as they become aware of a Cause of Early Maturity and when the Notes are declared matured in advance.
(xii) At the instructions of the general Meeting of Holders or, if so deemed appropriate, the Common Representative requests it from the Meeting of Holders, contract third parties for the fulfillment of their review and supervision obligations established in this Note; and
(xiii) In general, exercise all functions and powers, as well as comply with all the obligations under its responsibility in terms of this Note, the LMV, the LGTOC, the Sole Circular, and healthy trading uses and practices.
Any and all acts carried out by the Common Representative on behalf of the Holders, in terms of this Note or applicable law, shall be mandatory and shall be deemed accepted by the Holders.
The Common Representative shall be responsible for the performance of its duties when requested by the Meeting of Holders or at the time of completing its assignment.
The Common Representative may be removed or replaced by agreement of the Meeting of Holders, with the understanding that such removal will only take effect from the date on which the substitute common representative has been appointed, accepted the position and has taken possession thereof. The appointment of a new common representative may only be from a brokerage or credit institution.
The Common Representative shall terminate its duties on the date that all amounts owed to the Holders pursuant to the Notes have been paid in full.
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The Common Representative shall not at any time be obliged to pay any type of expense or amount whatsoever charged to its assets to carry out all the acts of authority and obligations that correspond to it by virtue of its assignment.
| XX. | MEETING OF HOLDERS. |
(a) Meetings of Holders shall represent all of them and shall be governed, at all times, by the provisions of this Note, the LMV and by the LGTOC for unforeseen or inappropriate cases, its resolutions being valid with respect to all Holders, even with respect to those absent and dissenting. Accordingly, any act of the Issuer which, in terms of this Note, is subject to the approval of the Holders shall be submitted to the relevant general Meeting of Holders.
(b) The Meeting of Holders shall meet whenever convened by the Common Representative, when required by law, or at the request of the Holders representing, individually or jointly, at least 10% (ten percent) or more of the outstanding Notes or at the request of the Issuer specifying in their request the items to be discussed at the meeting. The Common Representative must issue the call for the meeting within 15 (fifteen) calendar days from the date on which it receives the request. If the Common Representative breaches this obligation, the judge of first instance of the domicile of the Issuer, at the request of the Issuer or the requesting Holders, must issue the call for the meeting.
(c) The call for meetings of Holders shall be published at least once in any newspaper with wide circulation at the national level, at least ten (10) calendar days prior to the date on which the meeting must be held. The call will indicate the items that must be addressed at the meeting, and may not deal with items that are not foreseen on the agenda, unless 100% (one hundred percent) of the outstanding Notes is represented, taking into account that each Holder will be entitled to one vote for each Note it accredits.
(d) To attend the Meetings of Holders, the Holders must deliver to the Common Representative the deposit certificates issued for this purpose by Indeval, as well as the list of owners who, if applicable, issues the corresponding financial entity in which the number of Notes of which the Holder in question is the holder is indicated, at the place designated in the call to the Meeting of Holders, at least the Business Day prior to the date on which the Meeting of Holders is to be held. The Holders may be represented at the meeting by proxy (with sufficient powers or a signed power of attorney letter before two witnesses).
(e) The meetings of Holders shall be held at the address of the Common Representative and in the absence or impossibility of this, at the address indicated in the corresponding call to order of the registered office of the Issuer.
(f) For a Meeting of Holders to be considered legally installed by virtue of the first call to meet to discuss matters other than those indicated in subsection (g) below, at least, half plus one of the outstanding Notes should be represented, and their decisions shall be valid when approved by the Holders representing the majority of those present at the meeting, taking into account that each Holder shall be entitled to one vote for each outstanding Note it accredits.
(g) If the Meeting of Holders meets by virtue of a second or subsequent call to discuss matters other than those indicated in subsection (h) below, there will be a quorum for its installation with any number of Notes represented therein and its decisions will be valid if they are made by the majority of the Holders present at the Meeting taking into account that each Holder will be entitled to one vote for each outstanding Note it accredits.
(h) At least 75% (seventy-five percent) of the outstanding Notes must be represented at the meeting of Holders, by virtue of the first call, and the decisions must be approved by at least half plus one of the votes at said meeting, taking into account that each Holder will be entitled to one vote for each accredited outstanding Note, in the following cases:
(i) when it comes to appointing or revoking the appointment of the Common Representative or appointing any other common representative to replace it;
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(ii) to exempt the Issuer or the Guarantors from compliance with any Obligation To Do and/or Not To Do in terms of this security;
(iii) when it comes to granting extensions or delays to the Issuer with respect to the payments of principal and/or interest under this Note; or
(iv) when it comes to declaring the early maturity of the Notes in accordance with the provisions of the penultimate paragraph of the section “Causes of Early Maturity” contained above.
When it comes to making any amendment to the terms or conditions of the Notes, unless the amendment in question is to (i) correct any omission or defect in the wording of this security, (ii) correct or add to any provision of this security that is inconsistent with the remainder thereof, (iii) satisfy any requirements, condition or guidelines contained in an order, judgment or applicable statutory provision or (iv) where such amendment does not materially alter the terms of this security, nor causes harm to the rights of the Holders, in the judgment of the Common Representative; cases in which the consent of the Holders will not be required. In the event that such amendments impact the note, the Common Representative shall carry out the procedures and comply with the requirements necessary to redeem the note before the Indeval, informing Indeval in writing or by the means determined by Indeval, at least 6 (six) Business Days in advance of the date of the aforementioned redemption, and notice shall indicate (i) the date on which the relevant redemption will take place, and (ii) any and all amendments made to the note, with the clarification that they do not affect, modify or limit the rights of the Holders. The Holders, by merely acquiring one or more Notes, accept and authorize the Issuer and the Common Representative to carry out, without holding a meeting, the amendments referred to in this section.
(i) If the meeting of Holders meets by virtue of a second or subsequent call to deal with any of the matters indicated in subsections (h) (i), (ii) and (iii) above, half plus one of the outstanding Notes shall be required to be present or represented and their decisions shall be valid if made by the majority of the Holders present at the meeting, based on the Nominal Value of the Notes, except in the case of any of the matters referred to in subsection (h) (iv) above, in which case it will be required that at least 75% (seventy-five percent) of the outstanding Notes be represented in the meeting of Holders and the decisions be approved by at least the majority vote of the Holders present, based on the Nominal Value of the Notes.
(j) In no case may Holders be represented at the meeting who, individually or jointly, hold notes that have not been put into circulation, or that the Issuer, or any person related to the Issuer, has acquired in the market. In such a case, such Notes shall not be considered for the quorum to convene and vote at the general meetings of Holders provided for in this corresponding note.
(k) The minutes signed by those who have served as president and secretary shall be drawn up at each meeting. The attendance list will be added to the minutes, signed by the attendees and by the returning officers. The minutes and other data and documents that refer to the action of the meetings of Holders or the Common Representative shall be kept by the latter and may, at all times, be consulted by the Holders, who shall have the right to have, at the expense of the applicant, the Common Representative issue certified copies of said documents to them.
(l) For the purposes of calculating the quorum of attendance at the Meetings of Holders, the number of outstanding Notes shall be taken as a basis.
(m) The meetings of Holders shall be chaired by the Common Representative and in the meetings, the Holders shall be entitled to as many votes as correspond to them by virtue of the Notes they hold, one vote for each outstanding Note.
(n) The resolutions made outside of the meeting unanimously by the Holders representing all the Notes entitled to vote shall have, for all legal purposes, the same validity as if they had been adopted at the meeting, provided that they are confirmed in writing.
(o) Once the meeting is declared to be installed, the Holders may not prevent its holding by leaving. Holders who withdraw or who do not attend the resumption of a Meeting of Holders that has been adjourned in the terms indicated above shall be deemed have refrained from casting their vote on the matter(s) in question. The foregoing shall be without prejudice to the provisions of Articles 220, last paragraph and 223, section I, of the LGTOC.
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(p) Any and all acts carried out by the Common Representative in the name or on behalf of the Holders, under the terms of this Note or applicable legislation, shall be binding and shall be considered accepted by the Holders, including those absent and dissenting.
None of the above provisions shall limit or affect the rights that, where appropriate, the holders have in accordance with Article 220, last paragraph and Article 223 of the LGTOC.
| XXI. | APPLICABLE LAW AND JURISDICTION. |
This Note shall be governed by and construed in accordance with the laws of Mexico. The Issuer, the Guarantors, the Common Representative and, by virtue of the acquisition of Notes, the Holders, submit to the jurisdiction of the federal courts in Mexico City for any dispute related to the Notes and/or Holders’ assembly, waiving any other jurisdiction that may correspond to them by reason of domicile, present or future, or for any reason.
This Security covers the entirety of the Notes and replaces the security originally issued and deposited with Indeval on October 5, 2023. This Security is issued and redeemed for the previously deposited security, on the occasion of the issuance of the Additional Notes corresponding to the First Reopening of the Second Issue.
This Note consists of 28 (twenty-eight) pages and is signed by the Issuer, the Guarantors and, for the purposes of recording their acceptance of their assignment and their functions, the Common Representative, in San Pedro Garza García, Nuevo León, on February 20, 2024.
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| The Issuer | ||
| Cemex, S.A.B. de C.V. | ||
| /s/ Fernando José Reiter Landa | ||
| By: Fernando José Reiter Landa | ||
| Position: Proxy | ||
| The Guarantors | ||
| Cemex Concretos, S.A. de C.V. | CEMEX Corp. | |
| /s/ Fernando José Reiter Landa | /s/ Fernando José Reiter Landa | |
| By: Fernando José Reiter Landa | By: Fernando José Reiter Landa | |
| Position: Proxy | Position: Proxy | |
| Cemex Operaciones México, S.A. de C.V. | Cemex Innovation Holding Ltd. | |
| /s/ Fernando José Reiter Landa | /s/ Fernando José Reiter Landa | |
| By: Fernando José Reiter Landa | By: Fernando José Reiter Landa | |
| Position: Proxy | Position: Proxy | |
| Common Representative of the Holders | ||
| CIBanco, S.A., Institución de Banca Múltiple | ||
| /s/ Patricia Flores Milchorena | /s/ Alfredo Basurto Dorantes | |
| By: Patricia Flores Milchorena | By: Alfredo Basurto Dorantes | |
| Position: Proxy | Position: Proxy | |
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Exhibit 4.8
LONG-TERM NOTES
CEMEX, S.A.B. DE C.V.
“CEMEX 23L”
$3,000,000,000.00 (three billion Pesos 00/100 National Currency)
By virtue of this security, Cemex, S.A.B. de C.V., (hereinafter, “Cemex” or the “Issuer” or the “Company”, indistinctly) undertakes to pay unconditionally in a single payment, at the location indicated below, the amount of $3,000,000,000.00 (three billion Pesos 00/100 National Currency), for the total issuance of 30,000,000 (thirty million) long-term notes (the “Notes”); plus the respective interest, precisely on October 1, 2026 or, if said day is a non-business day, the next Business Day (the “Expiration Date”).
This Note covers 10,000,000 (ten million) long-term notes, with a nominal value of $100.00 (one hundred Pesos 00/100 National Currency) each (the “Original Notes”), issued on October 5, 2023, and 20,000,000 (twenty million) long-term notes, with a nominal value of $100.00 (one hundred Pesos 00/100 National Currency) each (the “Additional Notes”), issued on February 20, 2024.
This Note is issued for administrative deposit with S.D. Indeval Institution for the Depósito de Valores, S.A. de C.V. (“Indeval“), justifying the holding of the Notes by said institution and the performance of all the activities that have been assigned to the institutions for the deposit of securities, and that in accordance with the applicable legislation they must be exercised by the institutions for the deposit of securities, with no further liability to Indeval than that established in the LMV (as such term is defined below).
Under the terms of Article 282 of the LMV, the Issuer determines that the Note does not have coupons attached, the certificates issued by Indeval, take their place, for all legal purposes.
The Notes of this Issue correspond to the type referred to in section I of article 62 of the LMV.
This Note is issued under the Program (as such term is defined below), which has been registered in the National Securities Registry under number 0021-4.15-2023-004, whose preliminary registration was authorized by the CNBV (as such term is defined below), by official letter number 153/5589/2023, dated October 2, 2023. The dissemination of the documentation corresponding to this issuance has been authorized in terms of official letter number 153/5589/2023, dated October 2, 2023, issued by the CNBV. The Notes documented by this Note have been registered in the National Securities Registry under number 0021-4.15-2023-004-01. The public offer of the Additional Notes was authorized by the CNBV through official letter number 153/3146/2024, dated February 15, 2024.
| I. | DEFINITIONS. |
The following terms shall have the meaning indicated for each of them in this Note and are equally applicable in singular and plural:
“Total Consolidated Assets” means the total consolidated assets of the Issuer and its Subsidiaries that appear on its most recent consolidated balance sheet and are calculated in accordance with the IFRS.
“Operating Assets” means, on any determination date, any fixed and tangible assets owned by the Issuer or any of its Subsidiaries that constitute all or part of any plant producing cement or concrete, aggregate quarry, for milling, maritime terminal, or ground distribution center that is used in the ordinary course of business, including, without limitation, machinery and equipment, other than those assets that, individually or, in the case of a series of related operations, as a whole, are not of importance to the business or assets of the Issuer and its Subsidiaries considered jointly, in the understanding that no asset shall be considered an Operating Asset unless its net book value exceeds 3% (three percent) of the Total Consolidated Assets.
“Scope 1” means CO2 Emissions related to cement and clinker production, excluding on-site energy production from alternative fossil fuel sources.
“Scope 2” means the CO2 Emissions of the electricity purchased for cement and clinker production.
“Guarantors” means, initially, Cemex Concretos, S.A. de C.V., CEMEX Corp., Cemex Operaciones México, S.A. de C.V., and Cemex Innovation Holding Ltd.; with the understanding that the Issuer shall have the right to release or replace any Guarantor, or include new guarantors, provided that after such release, addition or replacement takes effect, it fulfills the Minimum Endorsement, based on a certification from the secretary of the Issuer’s Board of Directors.
“Minimum Endorsement” means the Cemex Subsidiaries that are individually endorsers or guarantors (i) under the 2021 Credit Agreement, (ii) under the Debt incurred to refinance the 2021 Credit Agreement, or (iii) of 85% of the unpaid and outstanding debt of the Issuer and its Restricted Subsidiaries.
“BMV” means the Bolsa Mexicana de Valores, S.A.B. de C.V.
“Cause of Early Maturity” has the meaning indicated in the “Cause of Early Maturity” section of this Note.
“Cemex” or the “Issuer” or the “Company” means indistinctly Cemex, S.A.B.
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de C.V., a company whose corporate purpose is to participate in commercial and civil companies, civil associations and in all kinds of domestic and foreign companies, through the subscription and/or acquisition of their shares, equity interests, assets and rights and through any means dispose of and carry out all kinds of acts and commercial contracts with respect to such shares, equity interests, assets and rights, and for the fulfillment of its corporate purpose, the Company may directly or indirectly through third parties, enter into or perform all kinds of acts, transactions and contracts of a civil, commercial, specialized works or services or of any other nature, that are pertinent, accessory, necessary or convenient for the effective achievement of its corporate purpose through the activities indicated below: (i) the manufacture, sale and purchase, distribution, transportation, import, export, industrial and commercial exploitation and use in general of cement, as well as any kind of construction materials; (ii) the production, distribution, import, export, supply, maquila, transportation, hauling, pumping, consignment, sale and purchase, deposit, intermediation, commission, exploitation, marketing and general industrial and commercial use of cement, concrete, mortar, clay, limestone, gypsum, shard, sand, gravel, iron ore, raw materials used in cement making, as well as any kind of construction materials in general; (iii) the sale, distribution, transportation, import, export, exploitation, use and industrial and commercial utilization of aggregates, ready-mixed concrete, its additives and components and, in general, all types of pieces and prestressed concrete objects, pre-concretes, tubes and construction materials, concrete blocks and precast concrete elements; (iv) the establishment of concrete, cement and asphalt manufacturing plants, with the facilities for obtaining and crushing aggregates, dosing and mixing thereof and hauling, and consolidation of its products; (v) own Exploration and/or Exploitation Mining Concessions, for the purpose of exploring and/or exploiting minerals or substances subject to the Mining Law in force, in accordance with the provisions of Article 11 of said law; (vi) be the holder of Ordinary and/or Extraordinary General Permits for the purchase, storage and consumption or purchase and consumption of explosive materials, for the construction industry and for the mining industry, in order to exploit the stone and mineral materials, respectively, in accordance with the provisions Articles 37 and 42 of the Federal Law of Firearms and Explosives; (vii) the transportation of merchandise and products in modality of general cargo, waste and/or hazardous materials and bulky and/or heavy weight materials, exploitation and use of the General Means of Communication (Vías Generales de Comunicación) or their services and related under the concessions or permits granted by the Federal Executive as applicable; or, through the concessions or permits that the Company receives in contribution, transfer or in right of its Partners and authorized by the competent authorities; (viii) the exploitation of specialized services of general cargo, waste and/or hazardous materials and bulky and/or heavy objects related to the concessions and permits granted by the authorities of the states of the country; (ix) the use of roads in general and their connection with other means of transport, through the Contracts that are entered into, in order to offer the user public an efficient and safe service; (x) the verification of official Mexican standards and serve as an approved and accredited inspection and verification unit to perform the procedures for evaluating the specifications and physical-mechanical and safety conditions for the operation of roads and bridges under the federal jurisdiction of motor transportation cargo, in compliance with Mexican official standards; (xi) the training and preparation of Drivers of the Federal Motor Carrier and Private Transport Service (Conductores del Servicio de Autotransporte Federal y Transporte Privado), (xii) the specialized workshop maintenance and repair service, as well as the sale of spare parts and technical equipment to third parties; (xiii) the manufacture, purchase, sale, import, export, maquila and marketing of bags, sacks and all types of containers of any material, as well as the raw materials necessary for this purpose; (xiv) the industrial and commercial use of wastewater through its treatment and reuse; (xv) the use, exploitation and utilization of public property, for the handling of fluids and the use of goods and the provision of port services that constitute the port operation under the terms of the Ports Law, classified as maneuvering services for the transfer of goods or merchandise, such as loading, unloading, stacking, storage, stowage and haulage within the port, by any of the modalities provided by such law, including, but not limited to, obtaining concessions, permits, authorizations and partial assignments of rights; (xvi) logistic services associated with the oil industry, as well as operation management of asphalt emulation plants; (xvii) the treatment and refining of Oil, the processing of Natural Gas and the export and import of Hydrocarbons and Petroleum, as well as the Transportation, Storage, Distribution, compression, liquefaction, decompression, regasification, commercialization and Public Expense of Hydrocarbons, Petroleum or Petrochemicals, including the construction, operation and exploitation of land areas, warehouses, ships, tanks, dry ports, marine terminals and facilities of any kind, for the management of petroleum and/or energy products, by any of the modalities provided by such law, including but not limited to, obtaining concessions, permits and/or authorizations, as appropriate, under the terms of Title Three of the Hydrocarbons Law; (xviii) the rendering of the Auxiliary Service for the Railway Freight Terminal, the Railway Auxiliary Service for transshipment and transfer of liquids, the Railway Auxiliary Service of railway equipment maintenance workshops and the provision of the transfer of liquids in any of its modalities; (xix) the establishment of navigation services, transport, passengers and cargo, between the ports of the country and abroad, if necessary, the acquisition of boats for the aforementioned purposes and the operation of docks, shipyards and any other necessary construction or work for the initiation and development of its services; (xx) the obtaining of concessions, permits, subsidies and legal franchises related to any of the activities of its corporate purpose and acquiring by any legal title, including by concession of public power, direct ownership over lands, waters or their accessions and exploiting them, whether for irrigation, to generate driving force or for industrial objects; (xxi) the manufacture, sale, distribution, lease, import, export, transportation, supply, assembly, transport, loading, consignment, sale, deposit, mediation, commission, exploitation, commercialization and industrial and commercial use in general of all types of products allowed by the laws and in general, all kinds of domestic or foreign goods or merchandise, either as raw material, semi-finished products and perform with them trade acts in any form on their own or by third parties; (xxii) the rendering of handling, storage and custody of foreign goods services, either owned by the Company or by third parties with whom the Company enters into an agreement; (xxiii) the private transportation of goods owned by the Company or related to their activities, as well as of persons related to the same purpose, without involving the provision of federal public transportation in any of its forms; (xxiv) the operation as a shipping company and performance of all activities related to its operation and carrying out all the formalities before the competent authorities to obtain the proper permits; (xxv) the acquisition, lease, charter and enter into any type of contract with foreign and Mexican vessels as well as registering and obtaining the Mexican flag for the vessels that may require it; (xxvi) to act as consignee agent for vessels and perform all activities related to the operation as such; (xxvii) the manufacture, sale, distribution, lease, import, export, exploitation and overall development of all types of industrial and commercial equipment, machinery, tools, spare parts and parts, motor carriers and any articles or commercial items; (xxviii) the exploitation of the various engineering branches in all its aspects either pure or applied, as well as projects and construction works; (xxix) the execution of contracts for construction, design, engineering, and supply of technical and professional services, the development of architectural projects, installation of technical and mechanical infrastructure, and any other applications necessary, convenient or conducive to the development and prosperity of the Company, including participating in competitions, public or private bids or offers either national or international; (xxx) to acquire, sell, manage, lease or receive in lease or sublease, give or receive on loan, exchange, encumber in any way, exploit, affect or be a trustee in trust and, in general, enter into any legal act that involves acquiring, transferring or guaranteeing the rights of ownership or possession of all real or personal types of property, as deemed necessary or convenient for the development and prosperity of the Company, or to directly or indirectly support the development of the Company; (xxxi) to decorate, manage and operate in any manner all kinds of buildings, factories, warehouses, houses and apartments on their own or through third parties; (xxxii) to provide and receive any type of technical, administrative, sales, advertising, monitoring, technical assistance, consultation and advice services on industrial, tax, accounting, commercial, financial, and any other type of matters; (xxxiii) to request, obtain, buy, lease, assign or otherwise acquire or dispose of trademarks, trade names, copyrights, patents, inventions and processes, know-how and, in general, intellectual and industrial property rights, as well as licenses over them; (xxxiv) to enter into or agree on agency operations, mediation, technical assistance, professional services, consulting, distribution, supply, leasing and factoring, brokerage and generally all kinds of contracts or agreements involving services to or for third parties, as a result of the obligations or duties incurred by virtue of entering into the contracts in this section; (xxxv) to give or take money on loan, secured or unsecured, including the issuance of debt securities in public or private sale that represent loans with the investing public; (xxxvi) to issue, draw, sign, accept, endorse, guarantee and enter into any type of commercial or legal transaction, regarding negotiable instruments, with national or foreign credit institutions, as well as agents and securities intermediaries, in investment companies and auxiliary credit organizations and in any organization, corporation or association, any and all types of transactions necessary or convenient for the fulfillment of its corporate purpose, including entering into repurchases, loans, trusts, mandates, agencies or any contract or agreement either for the purpose of investing its resources, to obtain financing, or where appropriate, to affect, transmit or to pledge the negotiable instruments referred to in this section; (xxxvii) to grant guarantees, bonds and, in general, guarantee, including with pledges and mortgages, obligations incurred on behalf of third parties, with or without consideration; and (xxxviii) to render the Comprehensive Logistics and Supply Chain Service.
3
“Sole Circular” means the provisions of a general nature applicable to securities issuers and other securities market participants, issued by the Secretariat of Finance and Public Credit, through the CNBV, published in the Official Gazette of the Federation on March 19, 2003, as they have been and are amended.
“Notes” has the meaning attributed to it in the first paragraph of this security.
“Additional Notes” has the meaning attributed to it in the second paragraph of this title.
“Original Notes” has the meaning attributed to it in the second paragraph of this title.
“CNBV” means the National Banking and Securities Commission.
“2023 Credit Agreement” means the credit agreement, dated October 29, 2021, entered into by and between the Issuer, as a borrower, Citibank, N.A. as an administrative agent, ING Capital LLC as a sustainability structuring agent, BofA Securities Inc., BNP Paribas, Citigroup Global Markets Inc. and JPMorgan Chase Bank, N.A. as placement agents and joint lead coordinators, and the other creditors that are part of it, amended on October 30, 2023, and as amended and/or restated from time to time.
“Banorte Credit Agreement” means the credit agreement, dated December 20, 2021, entered into by and between the Issuer, as the borrower, and Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte, as the lender, amended on December 6, 2023, and as amended and/or restated from time to time.
“Debt” has the meaning attributed to it in the “Obligations To Give, To Do and Not To Do of the Issuer and Guarantors” section of this Note.
“Business Day” means any day, other than Saturday or Sunday, or legal holiday, on which full-service banking institutions must keep their offices open to the public, according to the calendar published periodically by the CNBV.
“Dollar” or “USD” means dollars, legal tender in the United States of America.
“Issue” means the issuance of the Notes covered by this Note, to which the ticker CEMEX 23L was assigned.
“CO2 Emissions” means the absolute emissions of carbon dioxide of the Issuer and its Subsidiaries during any period, measured in kgCO2/t.
“Euro” or “€” means Euros, legal tender for European Union member states that have adopted a single legal tender in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union.
“Annual Gross Interest Rate Determination Date” has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“Date of Issue” means the date of issue of the Notes, as applicable.
“Date of Issue of Additional Notes” means February 20, 2024.
4
“Date of Issue of Original Notes” means October 5, 2023.
“Notification Date” means the date the Issuer delivers the Notice of Compliance to the Common Representative.
“Interest Payment Date” has the meaning attributed to such term in the “Interest Payment Frequency” section of this Note.
“Maturity Date” means October 1, 2026.
“Guarantee” has the meaning attributed to it in the “Obligations To Give, To Do and Not To Do of the Issuer and Guarantors” section of this title.
“Encumbrance” or “Encumbrances” means, with respect to any asset, any mortgage, pledge, usufruct, deposit, charge, preference or any other security of any kind or nature, including any conditional purchase and sale or with reservation of ownership.
“Permitted Encumbrances” has the meaning attributed to it in the “Obligations To Give, To Do and Not To Do of the Issuer and Guarantors” section of this title.
“Indeval” means the S.D. Indeval Institution for Depósito de Valores, S.A. de C.V.
“kgCO2/t” means kilograms of CO2 per tons of Cementing Product.
“LGTOC” means the General Law of Credit Securities and Operations.
“LMV” means the Securities Market Act.
“Financing Framework” means the Sustainability Linked Financing Framework adopted by the Issuer in August 2023 and available at the following website: https://www.cemex.com/inversionistas/informacion-sobre-deuda/finanzas-sostenibles.
“Mexico” means the United Mexican States.
“Total Authorized Amount of the Program” means up to $20,000,000,000.00 (twenty billion Pesos 00/100 National Currency) or its equivalent in UDIs (unidad de inversión investment units).
“IFRS” means (i), with respect to the Issuer, the “International Financial Reporting Standards” issued by the International Accounting Standards Board, and (ii) with respect to the Guarantors, the generally accepted accounting principles applicable in the corresponding jurisdiction, in both cases, as in effect on the Date of Issue; on the understanding that the Issuer may choose, irrevocably, that in both cases such accounting principles will begin to be applied as they are in force at any time after the Date of Issue (and no longer as they were in force on the Date of Issue). The Issuer shall notify such choice to the Common Representative and the election shall take effect from such notice.
“Notes” has the meaning attributed to it in the “Destination of Funds” section of this title.
“Notice of Compliance” means the notice that the Issuer will give to the Common Representative signed by a legal representative or proxy confirming that the Issuer met the Sustainability Performance Target; on the understanding that the Notice of Compliance shall include an independent and external verification from the External Verifier, in accordance with its usual procedures, regarding the Issuer’s progress in reducing its Scope 1 and Scope 2 CO2 Emissions. For purposes of clarity, any verification issued by an External Verifier having a scope of verification equal to or greater than the content in the integrated annual report of the Issuer for the year 2022 will be considered as an independent and external verification issued by an External Verifier according to its regular procedures.
“Sustainability Performance Target” means the Issuer’s performance target and key performance indicator of reducing its Scope 1 and Scope 2 CO2 Emissions to 564 kgCO2/t for the year ending on December 31, 2025.
“Interest Period” has the meaning attributed to such term in the “Interest Payment Frequency” section of this Note.
5
“Pesos” means the legal currency in Mexico.
“Cementing Product” means all volumes of clinker produced by the Issuer (excluding clinker purchased from third parties) for the manufacture of cement or the direct sale of clinker, plus gypsum, limestone, cement kiln dust (CKD) and all mineral components for cement blending, plus the blend, plus all cement substitutes produced.
“Program” means the long-term revolving securities program, for an amount of up to $20,000,000,000.00 (twenty billion Pesos 00/100 National Currency) or its equivalent in UDIs, authorized by means of official letter number 153/5589/2023, dated October 2, 2023. During the term of the Program, such issuances of notes may be made as determined by the Issuer, provided that it does not exceed the Total Authorized Amount of the Program.
“Common Representative” means CIBanco, S.A., Institución de Banca Múltiple, whose institution serves as common representative of the Holders.
“SEDI” means the electronic information sending and dissemination system maintained by the BMV called “EMISNET”.
“STIV-2” means Securities Information Transfer System 2.
“Subsidiary” means any company or entity of any nature in respect of which the Issuer, directly or indirectly, (i) owns 50% (fifty percent) or more of its capital or of the securities representative of its capital or voting rights; or (ii) controls the administration by any means or cause.
“Restricted Subsidiaries” means any Subsidiary of the Issuer that owns Operating Assets.
“Annual Gross Interest Rate” has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“Reference Interest Rate” has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“Substitute Rate” has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“Holders” means the legitimate holders of the outstanding Notes.
“TIIE“ has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“UDIs” means the Investment Units whose value in Pesos is published by the Banco de México in the Official Gazette of the Federation.
“Nominal Value” means $100.00 (one hundred Pesos 00/100 National Currency) for each Note.
“Adjusted Nominal Value” means, in the event that the Issuer carries out a partial early redemption of the Notes, the result of the redemption amount, divided by the number of Notes in circulation.
“Increased Nominal Value” means the Nominal Value plus 0.2% (zero point two percent), which will be applicable on the Maturity Date, unless the Issuer has delivered a Notice of Compliance to the Common Representative.
“External Verifier” means any independent provider of sustainability certification services designated by the Issuer for the purposes of verifying the Issuer’s progress in reducing its Scope 1 and Scope 2 CO2 Emissions.
6
| II. | SOME FEATURES OF THE NOTES. |
| Issue Number under the Program: | First Reopening of the First Issue. | |
| Total Amount of issuance of Notes: | $3,000,000,000.00 (three billion Pesos 00/100 National Currency). | |
| Total Amount of issuance of Original Notes: | $1,000,000,000.00 (one billion Pesos 00/100 National Currency) | |
| Total Amount of issuance of Additional Notes: | $2,000,000,000.00 (two billion Pesos 00/100 National Currency). | |
| Validity Period of the Original Notes: | 1,092 (one thousand ninety-two) days, counted from the Date of Issue, equivalent to approximately 3 (three) years. | |
| Validity Period of the Additional Notes: | 954 (nine hundred fifty-four) days, counted from the Date of Issue, equivalent to approximately 2.6 (two point six) years. | |
| Date of Issue of Original Notes: | October 5, 2023. | |
| Date of Issue of Additional Notes | February 20, 2024. | |
| Date of Maturity: | October 1, 2026. | |
| III. | INTEREST RATE AND INTEREST CALCULATION METHOD. |
As of their Date of Issue, as applicable, and provided they are not fully redeemed, the Notes shall accrue a gross annual interest on their Nominal Value or, if applicable, Adjusted Nominal Value, but never on their Increased Nominal Value, at an annual rate equal to that referred to in the following paragraph, which the Common Representative will calculate 2 (two) Business Days prior to the start of each 28-day Interest Period, to be determined according to the payment schedule below (each of said previous Business Days, the “Annual Gross Interest Rate Determination Date”), and will govern during the applicable Interest Period, except for the Gross Annual Interest Rate applicable to the first Interest Period, which will be that described below.
The Annual Gross Interest Rate (as defined below) will be calculated by adding 0.45 (zero point forty-five) percentage points to the Interbank Equilibrium Interest Rate at 28 days (“TIIE” or “Reference Interest Rate”), capitalized or, if applicable, equivalent to the number of days effectively elapsed in each corresponding Interest Period that is published by the Banco de México, by the mass communication media to be determined thereby, or through any other electronic, computer or telecommunication means, including the Internet, authorized for this purpose by said Banco de México, on the applicable Annual Gross Interest Rate Determination Date, or, failing that, within 30 (thirty) Business Days prior to it, in which case the rate reported on the Business Day closest to said Annual Gross Interest Rate Determination Date by Banco de México must be taken as a basis.
In the event that the TIIE ceases to exist or be published, the Common Representative will use as a substitute reference rate to determine the Annual Gross Interest Rate of the Notes the rate that the Banco de México determines as a substitute rate of the TIIE 28-day term (the “Substitute Rate”).
The Common Representative will use the following formula to determine the Reference Interest Rate or the capitalized Substitute Rate or, where appropriate, equivalent to the number of days actually elapsed during the corresponding Interest Period, as well as the amount of ordinary interest payable in each Interest Period:
Where:
| TC | = | Capitalized Reference Interest Rate or Capitalized Substitute Rate or, if applicable, equivalent to the number of calendar days effectively elapsed until the corresponding Interest Payment Date. | ||
| TR | = | Reference Interest Rate or Substitute Rate, plus 0.45 (zero point forty-five) percentage points. | ||
| PL | = | Term of the relevant instrument in days. | ||
| NDE | = | Number of days effectively elapsed until the corresponding Interest Payment Date. |
7
The rate resulting from the provisions of the preceding paragraphs will be referred to as the “Annual Gross Interest Rate”.
Ordinary interest accrued by the Notes will be calculated from their Date of Issue, as applicable, and the calculations to determine the rate and the amount of interest payable must include the calendar days effectively elapsed until the corresponding Interest Payment Date. Calculations will be made by rounding to the hundredths.
Ordinary interest accrued by the Notes will be settled in the manner indicated in the section “Interest Payment Frequency” of this title.
To determine the amount of ordinary interest payable on each Interest Payment Date, the Common Representative will use the following formula:
Where:
| I | = | Gross interest for the period. | ||
| VN | = | Nominal Value or, if applicable, Adjusted Nominal Value of the outstanding Notes. | ||
| TB | = | Annual Gross Interest Rate. | ||
| NDE | = | Number of days effectively elapsed until the corresponding Interest Payment Date. |
At the beginning of each period, the Annual Gross Interest Rate determined for that period will remain unchanged during that period.
The Common Representative shall report to the CNBV, the BMV (Bolsa Mexicana de Valores Mexican Stock Market) and Indeval (Instituto para el Depósito de Valores Securities Deposit Institute), in writing or through the means determined thereby, at least 2 (two) Business Days prior to the corresponding Interest Payment Date, the amount of interest payable, and 1 (one) Business Day in advance, report to the CNBV and the BMV, through the SEDI (Sistema Electrónico de Difusión de Información Electronic Information Dissemination System) (or other means as determined by the BMV) the Annual Gross Interest Rate, as well as the Nominal Value or Adjusted Nominal Value for each Note.
In the event that during any Interest Period, the Adjusted Nominal Value of the Notes is amended due to one or more early redemptions of the Notes, the calculations made by the Common Representative in accordance with the provisions of the Note must consider (i) the different Adjusted Nominal Values of the Notes that have taken place during said Interest Period, and (ii) the number of days applicable to each of said Adjusted Nominal Values of the Notes.
The Notes will no longer accrue interest as of the indicated payment date, provided that the Issuer has constituted the deposit of the redemption amount and, where appropriate, the corresponding interest, in the offices of Indeval no later than 11:00 a.m. on that day.
In the event that any interest payment is not paid in full, Indeval shall not be obliged to deliver the receipt corresponding to said payment, until it is fully paid; in any case, Indeval shall not be liable if it does not deliver the receipt corresponding to said payment, in the event that the payment is not fully paid.
This Note will be deposited with Indeval. Under the terms of Article 282 of the LMV, the Issuer determines that the title does not have attached coupons, taking the place of these, for all legal purposes, the certificates issued by Indeval.
8
The Issuer is not obliged to pay additional amounts with respect to withholding taxes or any equivalent tax, applicable in relation to the payments it makes with respect to the Notes, with the understanding that Indeval will not intervene or be responsible for determining or calculating any payment derived from this Note, or make any type of payment other than the payment of principal and ordinary interest derived from the Issue.
| IV. | INTEREST PAYMENT FREQUENCY. |
The ordinary interest that the Notes accrue shall be settled every 28 (twenty-eight) days, in accordance with the calendar indicated in this Note documenting this issuance and reproduced below, during the term of the issuance, against the delivery of the proofs that the Indeval has issued; on the understanding that the first Interest Period applicable to the Additional Notes will be 2 (three) days.
| PERIOD |
START DATE |
INTEREST PAYMENT DATE |
||||||
| 1 | October 5, 2023 | November 2, 2023 | ||||||
| 2 | November 2, 2023 | November 30, 2023 | ||||||
| 3 | November 30, 2023 | December 28, 2023 | ||||||
| 4 | December 28, 2023 | January 25, 2024 | ||||||
| 5 | January 25, 2024 | February 22, 2024* | ||||||
| 6 | February 22, 2024 | March 21, 2024 | ||||||
| 7 | March 21, 2024 | April 18, 2024 | ||||||
| 8 | April 18, 2024 | May 16, 2024 | ||||||
| 9 | May 16, 2024 | June 13, 2024 | ||||||
| 10 | June 13, 2024 | July 11, 2024 | ||||||
| 11 | July 11, 2024 | August 8, 2024 | ||||||
| 12 | August 8, 2024 | September 5, 2024 | ||||||
| 13 | September 5, 2024 | October 3, 2024 | ||||||
| 14 | October 3, 2024 | October 31, 2024 | ||||||
| 15 | October 31, 2024 | November 28, 2024 | ||||||
| 16 | November 28, 2024 | December 26, 2024 | ||||||
| 17 | December 26, 2024 | January 23, 2025 | ||||||
| 18 | January 23, 2025 | February 20, 2025 | ||||||
| 19 | February 20, 2025 | March 20, 2025 | ||||||
| 20 | March 20, 2025 | April 17, 2025 | ||||||
| 21 | April 17, 2025 | May 15, 2025 | ||||||
| 22 | May 15, 2025 | June 12, 2025 | ||||||
| 23 | June 12, 2025 | July 10, 2025 | ||||||
| 24 | July 10, 2025 | August 7, 2025 | ||||||
| 25 | August 7, 2025 | September 4, 2025 | ||||||
| 26 | September 4, 2025 | October 2, 2025 | ||||||
| 27 | October 2, 2025 | October 30, 2025 | ||||||
| 28 | October 30, 2025 | November 27, 2025 | ||||||
| 29 | November 27, 2025 | December 25, 2025 | ||||||
| 30 | December 25, 2025 | January 22, 2026 | ||||||
| 31 | January 22, 2026 | February 19, 2026 | ||||||
| 32 | February 19, 2026 | March 19, 2026 | ||||||
| 33 | March 19, 2026 | April 16, 2026 | ||||||
| 34 | April 16, 2026 | May 14, 2026 | ||||||
| 35 | May 14, 2026 | June 11, 2026 | ||||||
| 36 | June 11, 2026 | July 9, 2026 | ||||||
| 37 | July 9, 2026 | August 6, 2026 | ||||||
| 38 | August 6, 2026 | September 3, 2026 | ||||||
| 39 | September 3, 2026 | October 1, 2026 |
| * | First Interest Payment Date of the Original Notes. |
| ** | First Interest Payment Date of the Additional Notes. |
9
In the event that any interest payment date in terms of this Note is a non-Business Day, payment will be made on the next Business Day, without the foregoing constituting a breach by the Issuer; the interest payment must be made based on the number of calendar days actually elapsed until the corresponding interest payment date (each, an “Interest Payment Date”) and, as a result, the next Interest Period will be decreased by the number of days the previous Interest Period has been increased.
The first Interest Period shall commence on the corresponding Date of Issue and shall end on (but shall not include) the first Interest Payment Date; each subsequent Interest Period shall commence on each Interest Payment Date and shall end on (but shall not include) the next Interest Payment Date (each, an “Interest Period”).
Failure to pay interest in a timely manner may result in the early maturity of the entire Issue of the Notes in accordance with the provisions of the “Causes of Early Maturity” section of this Note, and for this reason will be in default from that moment, making the payment obligations enforceable by the Issuer.
| V. | PRINCIPAL REDEMPTION. |
The principal on the Notes will be paid by a single payment at their Nominal Value or, if applicable, at their Adjusted Nominal Value or Increased Nominal Value, as the case may be, on the Maturity Date, upon delivery of the certificates issued by Indeval at the time by electronic transfer through Indeval. In the event that the Maturity Date is a non-Business Day, the redemption will be made on the immediately following Business Day, without the foregoing being considered a breach. The Common Representative must inform the CNBV through the STIV-2 (or the means it determines), the BMV through the SEDI (or the means it determines) and Indeval in writing (or through the means it determines), no later than the second Business Day prior to the Maturity Date, of the amount of the corresponding redemption in Pesos.
| VI. | VOLUNTARY EARLY REDEMPTION. |
The Issuer shall have the right to redeem in advance, in whole or in part, the Notes, on any date prior to the Maturity Date, at a price equal to the Early Redemption Price (as defined below), plus accrued and unpaid interest on the principal of the Notes subject to full or partial redemption, as the case may be, on the date of early redemption.
In the event that the Issuer decides to redeem the Notes in advance in accordance with the foregoing, the Issuer shall notify the Common Representative in writing of its intention to make the voluntary early redemption of the Notes at least 7 (seven) Business Days in advance of the date on which said voluntary early redemption will be carried out. The Common Representative shall report the Issuer’s decision to exercise said right and the amount of the redemption to the CNBV through STIV-2, the BMV through SEDI, and Indeval (or by the means determined thereby) in writing at least 6 (six) Business Days in advance of the date on which it intends to redeem the Notes in advance.
In the event that the Issuer exercises its right to redeem the Notes in advance, the Issuer shall pay the Holders an amount equal to the amount resulting from the sum of:
(1) the greater of: (a) 100% (one hundred percent) of the Nominal Value or Adjusted Nominal Value or Increased Nominal Value, as the case may be, of the Notes to be redeemed in advance, and (b) the clean price of the Notes to be redeemed in advance, calculated using the arithmetic average of the last 30 (thirty) business days prior to the date of early redemption provided by the Proveedor Integral de Precios, S.A. de C.V. (PIP) and Valuación Operativa y Referencias de Mercado, S.A. de C.V. (VALMER) multiplied by the amount of principal to be redeemed divided by the unpaid balance of the Notes (such amount, the “Early Redemption Price”). In any case, in addition to the Early Redemption Price, the Issuer shall pay the Holders the interest accrued and unpaid on the principal of the Notes at the date of early redemption,
(2) plus 0.2% (zero point two percent) of the Nominal Value or Adjusted Nominal Value of the Notes to be redeemed, except in the event that the Issuer has complied with the Sustainability Performance Target prior to the Early Redemption Date and the Issuer has delivered to the Common Representative the Notice of Compliance at least 7 (seven) Business Days in advance of the Early Redemption Date; therefore, in that case, only the amount set forth in subsection (a) above would apply.
10
The Common Representative will calculate the Early Redemption Price based on the arithmetic average of the information provided by PIP and VALMER to the Issuer and by the latter to the Common Representative, making it known to the CNBV through the STIV-2, BMV through the SEDI and Indeval in writing or by the means determined by them, at least 1 Business Day before the Early Redemption Date.
In the event that the Issuer decides not to exercise its right with respect to early redemption, it must notify the Common Representative, the CNBV through STIV-2, the BMV through SEDI and the Indeval in writing (or through the means they determine) at least 2 (two) Business Days prior to the Early Redemption Date, without the foregoing being considered a default under the Note. In the event that the Issuer does not notify the Common Representative in accordance with the foregoing, the expenses incurred by the Common Representative with respect to such change shall be borne by the Issuer.
In the event that the Issuer exercises its right to partially redeem the Notes, once the partial payment of the Notes has been made by the Issuer, Indeval shall pay pro rata between the Holders and the Common Representative shall calculate the adjusted nominal value of each outstanding Note (the “Adjusted Nominal Value”), which will be the result obtained from dividing the result of subtracting (i) from the Nominal Value or Adjusted Nominal Value of the totality of the Notes calculated at the time prior to early redemption, (ii) the amount of partial redemption, between (iii) the number of outstanding Notes.
In any case, in addition to the Early Redemption Price, the Issuer shall pay the Holders the accrued and unpaid interest on the principal of the Notes on the date of early redemption. The Early Redemption Price shall in no event be less than 100% of the face value of the Notes as of the date of early redemption.
The Common Representative shall inform the CNBV, BMV and Indeval, in writing or by the means determined by them, of the Early Redemption Price, together with the information used to calculate it, 2 (two) Business Days prior to the early redemption date.
In the event that the Issuer exercises its right to partially redeem the Notes, once the partial payment of the Notes by the Issuer has been made, the Common Representative must pay pro-rata between the Holders and calculate the new Nominal Value of the Notes.
| VII. | INCREASE IN PRINCIPAL OF NOTES. |
In the event that the Issuer does not deliver a Notice of Compliance to the Common Representative signed by a legal representative or proxy indicating that it has met the Sustainability Performance Target at least 7 (seven) Business Days prior to the Maturity Date, the Notes shall be redeemed on the Maturity Date at their Nominal Value or Adjusted Nominal Value, as the case may be, plus 0.2% (zero point two percent) over said value (the “Increased Nominal Value”).
| VIII. | DEFAULT INTEREST. |
In the event of default in the payment on the principal of the Notes, in lieu of the Annual Gross Interest Rate, default interest will accrue on the outstanding principal of the Notes at the Annual Gross Interest Rate applicable during each period in which the default occurs and continues, plus 2 (two) percentage points. Default interest will be payable on demand from the date on which the default occurs and until the principal amount has been fully paid, calculated on the basis of 360 days and for the days in default actually elapsed.
The amount owed for default interest must be paid at the domicile of the Issuer or the Common Representative, as the case may be, and in the same currency as the principal amount.
| IX. | DEFAULT IN THE PAYMENT OF PRINCIPAL AND INTEREST. |
In the event that the Issuer does not make the timely payment of the principal and ordinary interest of the Notes on the corresponding payment date, the Common Representative, without prejudice to the rights that the Holders may individually exercise, will exercise the corresponding collection actions within 5 (five) Business Days following the date on which the payment should have been made, unless the general Meeting of Holders decides otherwise.
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| X. | PLACE AND FORM OF PAYMENT OF PRINCIPAL AND INTEREST. |
The principal and interest accrued by the Notes will be paid on the day of their maturity and on each payment date respectively, by electronic transfer of funds, through Indeval, whose offices are located at Avenida Paseo de la Reforma No. 255, 3er Piso, Col. Cuauhtémoc, 06500, Mexico City, or at any other address where the future Indeval is established, against the certificates or certifications issued for such purposes by said institution, or, where appropriate, at the offices of the Issuer located at Avenida Ricardo Margáin Zozaya No. 325, Colonia Valle Campestre, San Pedro Garza García, N.L., C.P. 66265. The amount owed for default interest must be paid at the offices of the Issuer or the Common Representative, as notified to the Holders.
| XI. | INCREASE IN THE NUMBER OF NOTES. |
Subject to market conditions, the Issuer shall have the right to issue and publicly offer notes additional to the notes originally issued under the corresponding security. The additional notes (i) shall be deemed to form part of the issuance of the Original Notes (for which reason, among other things, they will have the same ticker assigned by the BMV) and (ii) will have the same terms and conditions as the Original Notes (including, but not limited to, Maturity Date, Annual Gross Interest Rate and, if applicable, Adjusted Annual Gross Interest Rate, Nominal Value or Adjusted Nominal Value of each Note, obligations to do and not to do and Causes of Early Maturity, if applicable). The additional notes will accrue interest from the date of their issuance at the rate applicable to the Original Notes.
By virtue of the acquisition of Original Notes, it will be understood that the Holders have consented to the Issuer issuing additional notes, so the issuance and public offer of the additional notes will not require the authorization of the holders of the Original Notes. The issuance of Additional Notes shall be subject to the following:
(a) The Issuer may issue and publicly offer additional notes provided that (i) the ratings of the additional notes are the same or higher than the ratings granted to the Original Notes and that the latter ratings do not decrease (either as a result of the increase in the number of outstanding Notes or for any other reason) and (ii) the Issuer is up to date in the fulfillment of its obligations (including the obligations to do and not do, if applicable), or there is or may be no Cause of Early Maturity (as a result of the issuance of additional notes), in accordance with the Original Notes.
(b) The maximum amount of additional notes that the Issuer may issue and publicly offer, in addition to the amount of the outstanding Issues (including the Issue of the Original Notes), may not exceed the Total Authorized Amount of the Program.
(c) On the date of issuance of the additional notes, the Issuer shall redeem the note deposited in Indeval representing the original Notes, or, where appropriate, the Common Representative of the Holders of the Notes, by written notice given by the Issuer to Indeval 6 (six) Business Days in advance of the corresponding redemption, for a new note that covers the original Notes, plus the additional notes, and deposit said note with Indeval. Said note shall only record the amendments that are necessary to reflect the issuance of the additional notes, that is, (i) the total amount of the Issue, (ii) the total number of Notes covered by the note (which shall be equal to the number of Original Notes, plus the number of additional notes), (iii) the Date of Issue (which shall be the date of Issue of the additional notes), and (iv) the term of the Issue, the term of which shall be equal to the term that exists between the date of Issue of the additional notes and the Maturity Date of the Original Notes, by virtue of the Maturity Date of said note being the same Maturity Date as that of the Original Notes.
(d) The date of issue of the additional notes may or may not coincide with the date on which any of the interest periods under this Note that documents the Original Notes begin. The price of the additional notes must reflect the interest accrued from the date on which the current Interest Period begins, on the understanding that the Original Notes continue to accrue interest in the Interest Period that is in force on the date of issuance of the additional notes and the additional notes will accrue interest from the date on which the Interest Period in force of the Original Notes begins.
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(e) Neither the issuance of the additional notes nor the increase in the outstanding amount of the Original Notes derived therefrom shall constitute novation.
(f) The Issuer may make various additional note issues on any particular original Note Issue.
(g) Additional notes may be placed at a price other than their Nominal Value, depending on the market conditions.
| XII. | OBLIGATIONS TO GIVE, DO AND NOT DO OF THE ISSUER AND THE GUARANTORS. |
Unless the Holders of the majority of the Notes authorize otherwise in writing, from the date hereof and until the Notes are paid in full, the Issuer and the Guarantors (only with respect to section number (1), subsections (a) and (b) of section number (6) y section number (10)) undertake to comply with the following:
(1) Payments. Pay the principal and interest in accordance with the provisions of the “Interest Payment Frequency” and “Principal Redemption” sections of this Note.
(2) Internal Financial Statements. Deliver to the Common Representative on a quarterly basis, no later than within 5 (five) Business Days after the dates indicated in Article 33 of the Sole Circular or any other provision applicable or that replaces it, a copy of the Issuer’s unaudited internal consolidated basic financial statements at the end of each of the first three quarters of each year, that for these purposes comprise the balance sheet, income statement and cash flow, which must be prepared in accordance with the IFRS and must be accompanied by a certification signed by the Director of the Comptroller’s Office or Treasurer of the Issuer, in which they declare that the financial statements to which said certification relates are the Issuer’s unaudited internal consolidated basic financial statements.
(3) Audited Financial Statements. Deliver to the Common Representative on an annual basis, no later than 5 (five) Business Days after the dates indicated in Article 33 of the Sole Circular or any other applicable provision or that replaces it, a complete copy of the Issuer’s annual consolidated financial statements, including the balance sheet, income statement and statement of change in financial position, prepared in accordance with the IFRS and audited by the Issuer’s external auditors.
(4) Other Reports.
(a) Inform the Common Representative in writing, within 10 (ten) Business Days after the Issuer becomes aware of any event that constitutes a Cause of Early Maturity under this Note.
(b) The Issuer delivers to the Common Representative the information and documentation necessary to verify compliance with the Issuer’s obligations in terms of section II of Article 68 of the Sole Circular, except for those obligations of an accounting, fiscal, labor, administrative and other nature of the Issuer, which are not directly related to the payment of the Notes, including a note within 10 (ten) Business Days following the date on which the Issuer’s financial statements for the first 3 (three) quarters and the annual audited financial statements are disclosed, respectively, signed by the Issuer, indicating compliance with the obligations contained in this section “Obligations To Give, To Do and Not To Do of the Issuer and the Guarantors” as of the date of said financial statements.
(5) Use of Resources derived from the Issue; Registration of Notes.
(a) Use the resources derived from the placement of the Notes for the purposes stipulated in this Note.
(b) Maintain the registration of the Notes in the National Securities Registry of the CNBV and on the list of securities of the BMV.
(6) Legal Existence, Accounting and Prevailing Line of Business.
(a) Maintain its legal existence and that of the Guarantors and maintain itself and maintain them as a going concern, except as permitted in section 9 “Mergers, sales of assets” below.
(b) Maintain its accounting and that of the Guarantors in accordance with IFRSs.
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(c) Maintain, through the usual development of business, its prevailing line of business and that of its consolidated subsidiaries considered as a whole.
(7) Priority of Payments. Do what is necessary so that its obligations under the Notes are direct and unsecured obligations of the Issuer and that they have the same priority of payment, in the case of commercial bankruptcy, as its other direct and unsecured obligations, except for the preferences established by operation of law.
(8) Limitations on Encumbrances. The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries, directly or indirectly, to contract, grant, assume or permit the constitution of any Encumbrance on Operating Assets to secure the payment of Debt, except (i) in the case of Permitted Encumbrances or (ii) that simultaneously to the creation of any Encumbrance on Operating Assets to guarantee the payment of Debt, (a) if the Encumbrance is granted on Operating Assets of the Issuer or any Restricted Subsidiary other than Guarantor, only for as long as such Encumbrance remains, an Encumbrance is granted on the same Operating Asset that guarantees the obligations under the Notes, and (b) if the Encumbrance is granted on Operating Assets of a Restricted Subsidiary that is a Guarantor, only for as long as such Encumbrance remains, an Encumbrance is granted on the same Operating Asset that guarantees at least, in the same way and priority, its obligations under the Notes.
“Debt” means, with respect to any person, unduplicated, (i) any borrowed money obligations, (ii) any obligations represented by bonds, notes, obligations, promissory notes or other similar instruments, including perpetual notes or bonds, obligations or similar instruments, regardless of the maturity date, (iii) all obligations for financial leases or any other lease that is recognized as a financial liability under the IFRS; (iv) to the extent of reimbursement obligations with respect thereto, all obligations issued or assumed as a deferred purchase price of a property, all conditional sales obligations and all payment obligations under any ownership retention agreement (but excluding accounts payable and other accrued liabilities accounted for as current liabilities (in accordance with the IFRS) arising in the ordinary course of business), (v) reimbursement obligations with respect to letters of credit, or similar credit transactions, and (vi) all obligations under hedging contracts or other derivatives, on the understanding that “Debt” does not include obligations of the type described in subsections (i) to (vi) above due between the Issuer and its Subsidiaries or between the Subsidiaries of the Issuer.
“Guarantee” means any obligation, contingent or not (including an endorsement), of any person directly or indirectly securing another person’s Debt, contingently or otherwise, or which has been assumed for the purpose of otherwise securing the creditor of such Debt from payment thereof or to protect such creditor from any loss, in whole or in part, regarding it, on the understanding that “Guarantee” does not include endorsements as proxy or deposits in the ordinary course of business and does not apply to an intercompany Debt guarantee between the Issuer and its Subsidiaries or between the Subsidiaries of the Issuer.
“Permitted Encumbrances” means:
(i) Encumbrances arising from any tax or labor obligation or created by operation of law, provided that they have been challenged in good faith and with respect to which reserves or any other provision necessary under the IFRS have been created, if applicable;
(ii) Encumbrances of lessors and carriers, warehousers, and mechanics incurred in the ordinary course of business for sums not yet due or whose payment is being challenged in good faith by appropriate procedures initiated in a timely manner and carried out with diligence and for which reserves or other appropriate provisions, if any, required by IFRS, and any other Encumbrance created by operation of law, have been constituted;
(iii) Encumbrances 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 by the Issuer and its Subsidiaries;
(iv) Encumbrances for judgments or court orders, unless the judgment it guarantees has not been, within 60 (sixty) days from the entry into force thereof, complied with, annulled or its execution suspended pending appeal, or has not been complied with or annulled within 60 (sixty) days from the expiration of said suspension;
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(v) Encumbrances on acquired Operating Assets (including, with respect to any acquisition of 51% (fifty-one percent) or more of the voting shares of a corporation, the shares or other interests in the share capital and/or assets of or in the acquired or acquiring company and/or any Subsidiary of the acquired or acquiring company), built, developed or improved by the Issuer or any of its Restricted Subsidiaries (independently or jointly with another person) after the Date of Issue of the Notes, or any assets reasonably considered to be incidental to the use or operation of the Operating Assets (including any real estate in which such Operating Assets are located), as long as, such Encumbrance is constituted or assumed (x) during the period in which such Operating Assets have been constructed, developed or improved, or (y) contemporaneously or within 360 (three hundred sixty) calendar days following the date of acquiring or completing their construction, development or improvement for the purpose of securing or obtaining payment of all or part of the purchase price or other consideration for such Operating Assets or other costs of such acquisition, construction, development or improvement (including incremental costs, interest during construction and financing and refinancing costs);
(vi) Encumbrances on Operating Assets that exist before the Issuer or any of its Restricted Subsidiaries acquires them, provided that such Encumbrances have not been created exclusively as a result of such acquisition;
(vii) Encumbrances on Operating Assets acquired from a person who merges with the Issuer or any of its Restricted Subsidiaries or any Encumbrance on Operating Assets of a person that exist before such person becomes a Restricted Subsidiary, in each case provided that such Encumbrances have not been created as a result of or before such acquisition;
(viii) Encumbrances that guarantee Debt or a Guarantee of the Issuer or any of the Subsidiaries, as well as those to guarantee the fulfillment of bids, commercial contracts, leases, bonds and other obligations of a similar nature, in each case, that are executed in the ordinary course of business;
(ix) Encumbrances granted by the Issuer or any of its Restricted Subsidiaries to secure Debt; provided that the maximum amount of such Debt secured by such Encumbrance does not exceed US$500,000,000.00 (five hundred million 00/100 dollars) (or its equivalent in any other currency) at any time;
(x) Encumbrances created prior to the Date of Issue of the Notes and any renewal, extension or increase thereof;
(xi) Encumbrances on accounts receivable or on the share capital of any Subsidiary other than a Restricted Subsidiary, in both cases, solely with respect to an operation or series of transactions entered into by the Issuer or any Restricted Subsidiary to sell, transmit, assign or transfer in any way any accounts receivable in order to obtain financing for the operations of the Issuer or its Restricted Subsidiary;
(xii) Encumbrances granted pursuant to or in connection with any compensation or netting agreement entered into in the ordinary course of business;
(xiii) Encumbrances constituted with the prior consent of the Common Representative, in accordance with the instructions of at least 51% (fifty-one percent) of the Holders;
(xiv) Encumbrances guaranteeing Debt or obligations under coverage contracts, as well as any guarantee under these and any reimbursement obligations with respect to letters of credit that have not been repaid within 30 days after their execution, provided that, the maximum amount of the Debt guaranteed by said Encumbrance does not exceed US$200,000,000.00 (two hundred million dollars 00/100) (or its equivalent in any other currency); and
(xv) Encumbrances other than those mentioned above, which guarantee obligations of the Issuer or its Restricted Subsidiaries, which together guarantee obligations for an amount not greater than the highest of (i) 20% (twenty percent) of the Total Consolidated Assets, or (ii) USD 1,500,000,000.00 (one billion five hundred million dollars 00/100) (or its equivalent in any other currency).
(9) Mergers, asset sales. Not to merge or transfer or dispose of all or substantially all of the consolidated assets and assets of the Issuer and its Subsidiaries, unless the following conditions are met: (i) if the Issuer or any of the Guarantors is the merged company or the company that transmits or disposes of all or substantially all of the consolidated assets and assets of the Issuer and its Subsidiaries, that the surviving or acquiring company assumes the obligations of the Issuer or the Guarantor, as appropriate, under the Notes, (ii) once the corresponding operation takes effect, a Cause of Early Maturity does not occur under the Notes, and (iii) if the Issuer or any of the Guarantors is the merged company or the one that transmits or disposes of all or substantially all of the consolidated assets and assets of the Issuer and its Subsidiaries, the surviving or acquiring company delivers to the Common Representative a legal opinion that said merger or transfer complies with the provisions of subsection (i) above and a certificate signed by a responsible official indicating that said operation complies with the provisions of subsection (ii) above.
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For clarity, if the above conditions are met, the Issuer and the Guarantors may merge (as a merging company or merged company) or transfer or dispose of all or substantially all of the consolidated goods and assets of the Issuer and its Subsidiaries. The Issuer and the Guarantors shall not have to comply with such conditions if they enter into other types of transactions, including, without limitation, asset purchase or stock transactions or transactions for which the Issuer or the Guarantors sell or dispose of goods or assets that do not represent all or substantially all of the consolidated goods and assets of the Issuer and its Subsidiaries. The provisions of this section number (9) shall not apply when (a) the corresponding transfer or disposal of goods or assets is to the Issuer or between Guarantors, (b) the merger is between the Issuer and any Guarantor with the Issuer as a merger company or between Guarantors, or (c) the merger is between any Guarantor and a Restricted Subsidiary (as merger company) in which the Issuer, directly or indirectly, holds 99.5% (ninety-nine point five percent) or more of the shares or other stakes in the share capital.
(10) Tax Obligations. The Issuer and the Guarantors must comply with and be up to date in the payment of all taxes, contributions, government rights and charges that apply to them, determined, imposed or required, except for taxes, contributions, government rights and charges (regardless of the amount) whose constitutionality or determination is pending to be resolved for being the reason of a dispute with, or deferral requested before, the competent tax authority, provided that the Issuer or any of the Guarantors (a) has filed in good faith the means of defense established by applicable tax laws, (b) has established or maintains sufficient reserves, if required under applicable IFRS, in the event that the admissibility of the payment is declared by an enforceable judgment and (c) it has proceeded to guarantee the actual and potential tax liability in the terms required by the applicable tax provisions, given the case.
| XIII. | CAUSES OF EARLY MATURITY. |
In the event that any of the following events occur (each one, a “Cause of Early Maturity”), the Notes may be considered to have matured in advance under the terms and conditions established below:
(1) Failure to Pay Interest on Time. If the Issuer fails to make the timely payment, when due, of any amount of interest under the Note, and such payment is not made within 15 (fifteen) Business Days following the date on which it should have been made.
(2) Breach of Obligations under the Note . If the Issuer or any Guarantor fails to comply with any of its obligations contained in the Note other than the obligation to pay principal and interest under the Notes, on the understanding that the Issuer shall be deemed to be in default of such obligations if such default is not remedied within 90 (ninety) calendar days following the date on which the Issuer received written notification from the Common Representative specifying the default on the obligation in question.
(3) Default of Obligations that do not arise from the Notes. If the Issuer (i) fails to comply with the principal payment when due (whether on the scheduled due date or otherwise), with respect to any Debt of the Issuer for money borrowed, equal to or greater than USD 50,000,000.00 (fifty million Dollars 00/100) (or its equivalent in other currencies), or (ii) incurs in default or cause of early maturity (after its applicable grace period), and as a result of such breach or cause of early maturity such Debt is accelerated by whoever has the right to do so, through the corresponding statement, under any contract or instrument documenting or relating to Debt of the Issuer for money borrowed, equal to or greater than USD 50,000,000.00 (fifty million Dollars 00/100) (or its equivalent in other currencies).
(4) Insolvency. If the Issuer is declared in bankruptcy or insolvency by a competent judicial authority by means of a resolution that does not admit any appeal, or if the Issuer admits in writing its inability to pay debts in general when due.
(5) Validity of Notes. If the Issuer rejects, claims or challenges, through a procedure initiated in accordance with applicable law, the validity or enforceability of the Notes.
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(6) Cancellation of the registration of Notes in the RNV. That the CNBV cancels the registration of the Notes in the RNV as a result of the Issuer’s failure to comply with the provisions established in the applicable regulation.
(7) Judgments. If the Issuer ceases to pay amounts pursuant to one or more final judicial judgments, not subject to appeal or remedy whatsoever, issued against it for a total amount of USD 100,000,000.00 (one hundred million Dollars 00/100) (or its equivalent in any other currency), and such judgments are not paid, guaranteed or suspended within 60 (sixty) calendar days following the date on which they must be paid.
If any of the events mentioned in the above paragraphs (4), (5) and (6) occur, the Notes will automatically mature, without the need for prior notice of default, presentation, payment requirement, protest or notification of any nature, whether legal or extralegal, and the unpaid principal amount of the Notes, the ordinary interest accrued and unpaid in respect thereof and all other amounts due thereunder will become immediately payable.
Should the event mentioned in paragraph (1) above occur (and the applicable grace period having elapsed), all amounts payable by the Issuer under the Note may be declared mature in advance, provided that at least 1 (one) Holder provides written notice to the Common Representative indicating its intention to declare the Notes matured in advance, in which case the outstanding principal sum of the Notes, the ordinary interest accrued and unpaid with respect thereto and all other amounts due thereunder will become immediately payable. In the event that there is no request by any Holder whatsoever after 5 (five) Business Days after the date on which the Cause of Early Maturity mentioned in paragraph (1) above have elapsed, the Common Representative shall proceed to convene a Meeting of Holders in order to resolve it.
In the case that any of the events mentioned in paragraphs (2) (3) and (7) above occur (and the applicable grace periods have elapsed), all amounts payable by the Issuer pursuant to the Notes may be declared due in advance, provided that the meeting of Holders resolves to declare the Notes matured in advance and the Common Representative delivers a notice on the resolution of the meeting of Holders to the Issuer that declares the Notes matured in advance, in which case the Issuer shall become delinquent from the time it receives notice from the Common Representative, and the outstanding principal amount of the Notes, the accrued and unpaid interest thereon and all other amounts due thereunder, if any, shall become immediately enforceable. For the purpose of declaring the early maturity of the Notes, the attendance and voting quorums at the meeting of Holders shall be those indicated in paragraphs (h) and (g) of the “Meeting of Holders” section of this Note.
The Common Representative shall inform the BMV (through the SEDI or the means it determines), the CNBV through the STIV 2, and the Indeval in writing (or through the means it determines) as soon as it is aware of and has verified any Cause of Early Maturity. Likewise, once the Notes are declared mature in advance, the Common Representative will inform the CNBV and the BMV, through the means determined thereby, including STIV 2 and SEDI (or any other means determined by the CNBV and the BMV, respectively). Likewise, the Common Representative must immediately inform Indeval in writing (or by the means it determines), that the Notes have been declared mature in advance, for which it will provide Indeval with the information requested for this purpose and that the Common Representative has at its disposal.
For clarity, failure to deliver the Notice of Compliance shall not constitute a Cause of Early Maturity.
| XIV. | DESTINATION OF FUNDS. |
A. Destination of Original Note Funds
The Issuer used the resources it obtained from the issuance to fully or partially redeem the outstanding balance under any of the following contracts or obligations, at the Issuer’s option:
(i) The 2023 Credit Agreement, which consists of a simple USD 1 billion 5-year credit line, with a Secured Over Night Rate (“SOFR”) + 100 basis points and a committed revolving USD 2 billion 5-year credit line, with a SOFR + 100 basis points, maturing in November 2028;
(ii) The Banorte Credit Agreement for up to USD 345 million, with a TIIE + 100 basis points, maturing on December 2028;
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(iii) The credit agreement for up to EUR 500 million, with an Euro Interbank Offered Rate (“EURIBOR”) + 140 basis points dated October 7, 2022, entered into between Cemex, S.A.B. de C.V. as borrower, BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México as an administrative agent and sustainability structurer, BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México, BNP Paribas, Citigroup Global Markets Inc. and Mizuho Bank Ltd., New York Branch, as placement agents and lead coordinators, and the other borrowers that are part of it, which was used to amortize debt instruments, maturing in October 2025; and/or
(iv) The Notes.
“Notes” means any of the following outstanding notes of the Issuer exempt from registration pursuant to Rule 144A and Regulation S under the United States Securities Act of 1933:
i. Senior notes with specific guarantee denominated in Euros at 3.125%, issued on March 19, 2019, for an outstanding amount of EUR 400 million, maturing in 2026;
ii. Senior notes with specific guarantee denominated in Dollars at 5.450%, issued on November 19, 2019, for an outstanding amount of USD 753 million, maturing in 2029;
iii. Senior notes with specific guarantee denominated in Dollars at 5.200%, issued on September 17, 2020, for an outstanding amount of USD 717 million, maturing in 2030; and
iv. Senior notes with specific guarantee denominated in Dollars at 3.875%, issued on January 12, 2021, for an outstanding amount of USD 1.108 billion, maturing in 2031.
B. Destination of Additional Note Funds
The Issuer will use the proceeds obtained from the Issue to repay all or part of the outstanding balance, at the Issuer’s election, under any of the Debt Instruments described in paragraph A above.
| XV. | ADDRESS OF ISSUER. |
The Issuer’s registered office is Monterrey, Nuevo León.
The Issuer’s mailing address for purposes of this Note is Avenida Ricardo Margain Zozaya #325, Col. Valle Campestre, San Pedro Garza García, N.L., C.P. 66265.
| XVI. | RIGHTS THAT NOTES CONFER ON HOLDERS. |
Each Note shall represent for its holder the right to collect the principal and ordinary interest and, where appropriate, the default interest, as applicable, owed by the Issuer, under the terms described in this security and the Supplement, from the corresponding Date of Issue to the date of the full refund of its Nominal Value or Adjusted Nominal Value, as the case may be.
| XVII. | TRUSTEE. |
This Note that covers the Notes will be deposit with Indeval in accordance with the provisions of Article 64 of the LMV.
| XVIII. | WARRANTY. |
The Notes shall be unsecured and shall not have a specific guarantee, but they will at all times be endorsed by the Guarantors; on the understanding that at any time during the term of the Notes and without the consent of the Meeting of Holders or the Common Representative being required, the Issuer shall have the right to release any Guarantor from their obligations in such capacity under the Notes, as well as the right (but not the obligation) to replace any Guarantor or include new guarantors, provided that after such release, addition or replacement takes effect, the Minimum Endorsement is met, based on a certification from the secretary of the Issuer’s Board of Directors.
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The Issuer (i) within 5 (five) Business Days following the date on which any of the changes described in the preceding paragraph occur, will publish a notice via SEDI or any means that replaces it, describing the changes in Guarantors made in accordance with this Security, and (a) will submit the certification of the secretary of the Board of Directors of the Issuer referred to in the preceding paragraph, and (b) will obtain a legal opinion issued by an independent attorney (accrediting it with the letter referred to in Article 87 of the Provisions) that refers to the validity and enforceability of the Notes against persons who are constituted as Guarantors after such release, addition or replacement, as well as the powers of those who will subscribe the new security in their name and on their behalf (whose certification and legal opinion will be delivered to the CNBV (with a copy to the Common Representative) as part of the process of updating the registration of the Notes in the RNV), and (ii) once such notice is published, the redemption of the security shall be made by depositing the new security in Indeval as soon as possible and upon delivery of the Security then deposited, with the new security having to correctly reflect the Subsidiaries of the Issuer that will be Guarantors under the Notes from that moment on.
No change in the Guarantors shall constitute novation of the obligations contained in this Note.
| XIX. | TAX REGIME. |
The applicable withholding rate with respect to interest paid under the Notes is subject: (i) for individuals or legal entities residing in Mexico for tax purposes, to the provisions of Articles 54, 55, 135, and other applicable laws of the current Income Tax Law; and (ii) for individuals and legal entities resident abroad for tax purposes, to the provisions of Articles 153, 166, and other applicable laws of the current Income Tax Law, in the treaties to avoid double taxation that Mexico has in force, as applicable, and other applicable tax provisions, as amended at any time and provided that the requirements set forth by such provisions are met. Potential acquirers of the Notes should consult with their advisers about the tax consequences resulting from their investment in the Notes, including the application of specific rules regarding their particular situation. The current tax regime may be amended throughout the term of the Issue. The tax regime of the issuance or investment in the Notes has not been validated or verified by the corresponding tax authorities. The Issuer assumes no obligation to report changes in applicable tax provisions throughout the term of the Issue, or to make gross or additional payments to cover any new taxes.
| XX. | COMMON REPRESENTATIVE. |
The Holders of the Notes designate as common representative, under the terms of Articles 64 section XIII, 68 and 69 of the LMV, CIBanco, S.A., Institución de Banca Múltiple, who accepts the appointment and undertakes its faithful performance.
The Common Representative shall have the rights and obligations and carry out all acts necessary to safeguard the rights of the Holders, in accordance with (i) this Note, (ii) Articles 68, 69 et al. applicable to the LMV relating to the common representation, and where applicable, (iii) the LGTOC, particularly with respect to the obligations and powers of the common representative, as well as its designation, revocation or waiver, and (iv) Articles 65, 68 et al. applicable to the Sole Circular.
The Common Representative shall have the obligation to ensure the interests of the Holders, for which it shall review, through the information provided to it for such purposes, the compliance by the Issuer and the Guarantors in due time and form , with their obligations related to the this issuance and payment of the Notes contained in this Note (except for the accounting, tax, labor and administrative obligations that are not directly related to payment of the Notes).
The Common Representative shall act in accordance with the instructions of the Meeting of Holders (for the purposes of clarity, the Common Representative does not represent the Holders individually, but jointly).
The Common Representative shall at all times have the right to request from the Issuer and, if applicable, from the Guarantors, the information and documentation that is necessary to verify compliance with the obligations established in this security, as well as conduct visits or reviews; the Issuer and the Guarantors, shall have the obligation to deliver such information and documentation and to have its external auditors, legal advisers or third parties provide the Common Representative with the information and documentation within the time frames reasonably requested by the Common Representative for the performance of its duties, in the understanding that the Common Representative may make such information known to the Holders.
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The Common Representative may at any time conduct visits or reviews of the Issuer once a year and whenever it deems it necessary, provided that it is (i) on business days and during business hours, (ii) does not interfere with the Issuer’s operations, and (iii) has given the Issuer 15 (fifteen) days’ advance written notice, except in the case of justified urgent cases in which case it will be required to give one-day advance written notice.
The Common Representative shall have the obligation to immediately request the Issuer to make known to the public, through a relevant event, any breach of the obligations established in this security, in the understanding that in the event that the Issuer fails to disclose the relevant event in question within 2 (two) Business Days following the notice from the Common Representative, the latter will have the obligation to publish such relevant event immediately.
In order to be able to comply with all of the above and that detailed below, the Common Representative may request to the general meeting of Holders, or have it contract, in case of breach, at the expense of the Issuer, any third-party specializing in the matter in question, that it considers necessary or appropriate to aid in compliance with its review obligations referred to in the preceding paragraphs or established in applicable legislation, subject to the responsibilities established by the meeting itself and, as a result, the Common Representative may rely, act and/or abstain from acting based on the determinations made by such specialists, as determined by the meeting of Holders. In the event that the Meeting of Holders does not approve such a contract, it may not be carried out. In the latter case, the Common Representative shall only be liable for the activities that are directly attributable to it under the terms of applicable legal provisions, in the understanding that if the meeting of Holders authorizes the contracting but does not provide sufficient resources to the Common Representative for such purposes, the provisions of Article 281 of the Commercial Code will be followed as well as the provisions of Article 2577 of the Civil Code for the Federal District and its correlatives in relation to its capacity as agent in terms of Article 217 of the LGTOC, in the understanding, also, that the Common Representative shall not be obliged to anticipate the amounts necessary for contracting third-party specialists and shall not be liable under any circumstance for the delay in their contracting and/or for lack of resources to carry out said contracting and/or because they are not provided to them by either the Issuer or, if it does not comply with that obligation, the Holders.
The Common Representative shall only act or cease to act based on information received, without being obligated to verify its authenticity, integrity or accuracy. The Common Representative shall not be liable in cases involving malpractice, negligence, bad faith or illegal action (including fraud) by the Issuer.
The Common Representative shall have the powers and obligations indicated by the LMV, the LGTOC and other applicable ones, as well as those attributed to it by way of example and not limitation in this Note. For all matters not expressly provided for in this Note or in the LGTOC, the Common Representative shall act in accordance with the instructions of the meeting of Holders.
The Common Representative shall have, among others, the following obligations and powers:
(i) Sign this representative note of the Notes;
(ii) Power to monitor compliance with the use of the resources obtained from the issuance and placement of the Notes in accordance with the provisions of this Note;
(iii) Convene and preside over the meetings of Holders when required by law, when deemed necessary or appropriate, or at the request of the Holders representing, individually or jointly, 10% (ten percent) or more of the circulating Notes or at the request of the Issuer;
(iv) Sign, on behalf of the Holders and after approval of the Meeting of Holders, when applicable, the documents or agreements that must be signed or entered into with the Issuer.
(v) Exercise the acts that are necessary for the purpose of safeguarding the rights of the Holders, including without limitation, the power to request the meeting to hire an auditor, when in its opinion it is necessary;
(vi) Calculate and publish the Annual Gross Interest Rate applicable to the Notes in each Interest Period, as well as the amount of interest payable on each of the Interest Payment Dates or, if applicable, of principal on the Maturity Date;
20
(vii) Act before the Issuer or before any competent authority as intermediary with respect to the Holders of the Notes;
(viii) Monitor compliance with the obligations of the Issuer under the terms of this Note;
(ix) Publish, through the means determined for this purpose, any information to the large investing public regarding the status of the issuance, in the understanding that any information that is confidential must always be identified as such, since the Common Representative may disclose to the investing public any information that has been made known to it and that has not been identified as confidential;
(x) Request from the parties all the necessary information in the exercise of their powers and for the fulfillment of their obligations;
(xi) Inform the CNBV, the BMV and the Indeval, through the means they determine, as soon as they become aware of a Cause of Early Maturity and when the Notes are declared matured in advance.
(xii) At the instructions of the general Meeting of Holders or, if so deemed appropriate, the Common Representative requests it from the Meeting of Holders, contract third parties for the fulfillment of their review and supervision obligations established in this Note; and
(xiii) In general, exercise all functions and powers, as well as comply with all the obligations under its responsibility in terms of this Note, the LMV, the LGTOC, the Sole Circular, and healthy trading uses and practices.
Any and all acts carried out by the Common Representative on behalf of the Holders, in terms of this Note or applicable law, shall be mandatory and shall be deemed accepted by the Holders.
The Common Representative shall be responsible for the performance of its duties when requested by the Meeting of Holders or at the time of completing its assignment.
The Common Representative may be removed or replaced by agreement of the Meeting of Holders, with the understanding that such removal will only take effect from the date on which the substitute common representative has been appointed, accepted the position and has taken possession thereof. The appointment of a new common representative may only be from a brokerage or credit institution.
The Common Representative shall terminate its duties on the date that all amounts owed to the Holders pursuant to the Notes have been paid in full.
The Common Representative shall not at any time be obliged to pay any type of expense or amount whatsoever charged to its assets to carry out all the acts of authority and obligations that correspond to it by virtue of its assignment.
| XXI. | MEETING OF HOLDERS. |
(a) The meetings of Holders shall represent all of them and shall be governed, at all times, by the provisions of this Note, the LMV (Ley del Mercado de Valores Stock Market Act), and by the LGTOC (Ley General de Títulos y Operaciones de Crédito General Law on Credit Instruments and Operations) for unforeseen or inappropriate cases, its resolutions being valid with respect to all Holders, even with respect to those absent and dissenting. Accordingly, any act of the Issuer which, in terms of this Note, is subject to the approval of the Holders shall be submitted to the relevant general Meeting of Holders.
(b) The Meeting of Holders shall meet whenever convened by the Common Representative, when required by law, or at the request of the Holders representing, individually or jointly, at least 10% (ten percent) or more of the outstanding Notes or at the request of the Issuer specifying in their request the items to be discussed at the meeting. The Common Representative must issue the call for the meeting within 15 (fifteen) calendar days from the date on which it receives the request. If the Common Representative breaches this obligation, the judge of first instance of the domicile of the Issuer, at the request of the Issuer or the requesting Holders, must issue the call for the meeting.
21
(c) The call for meetings of Holders shall be published at least once in any newspaper with wide circulation at the national level, at least ten (10) calendar days prior to the date on which the meeting must be held. The call will indicate the items that must be addressed at the meeting, and may not deal with items that are not foreseen on the agenda, unless 100% (one hundred percent) of the outstanding Notes is represented, taking into account that each Holder will be entitled to one vote for each Note it accredits.
(d) To attend the Meetings of Holders, the Holders must deliver to the Common Representative the deposit certificates issued for this purpose by Indeval, as well as the list of owners who, if applicable, issues the corresponding financial entity in which the number of Notes of which the Holder in question is the holder is indicated, at the place designated in the call to the Meeting of Holders, at least the Business Day prior to the date on which the Meeting of Holders is to be held. The Holders may be represented at the meeting by proxy (with sufficient powers or a signed power of attorney letter before two witnesses).
(e) The meetings of Holders shall be held at the address of the Common Representative and in the absence or impossibility of this, at the address indicated in the corresponding call to order of the registered office of the Issuer.
(f) For a Meeting of Holders to be considered legally installed by virtue of the first call to meet to discuss matters other than those indicated in subsection (g) below, at least, half plus one of the outstanding Notes should be represented, and their decisions shall be valid when approved by the Holders representing the majority of those present at the meeting, taking into account that each Holder shall be entitled to one vote for each outstanding Note it accredits.
(g) If the Meeting of Holders meets by virtue of a second or subsequent call to discuss matters other than those indicated in subsection (h) below, there will be a quorum for its installation with any number of Notes represented therein and its decisions will be valid if they are made by the majority of the Holders present at the Meeting taking into account that each Holder will be entitled to one vote for each outstanding Note it accredits.
(h) At least 75% (seventy-five percent) of the outstanding Notes must be represented at the meeting of Holders, by virtue of the first call, and the decisions must be approved by at least half plus one of the votes at said meeting, taking into account that each Holder will be entitled to one vote for each accredited outstanding Note, in the following cases:
(i) when it comes to appointing or revoking the appointment of the Common Representative or appointing any other common representative to replace it;
(ii) to exempt the Issuer or the Guarantors from compliance with any Obligation To Do and/or Not To Do in terms of this security;
(iii) when it comes to granting extensions or delays to the Issuer with respect to the payments of principal and/or interest under this Note; or
(iv) when it comes to declaring the early maturity of the Notes in accordance with the provisions of the penultimate paragraph of the section “Causes of Early Maturity” contained above.
When it comes to making any amendment to the terms or conditions of the Notes, unless the amendment in question is to (i) correct any omission or defect in the wording of this security, (ii) correct or add to any provision of this security that is inconsistent with the remainder thereof, (iii) satisfy any requirements, condition or guidelines contained in an order, judgment or applicable statutory provision or (iv) where such amendment does not materially alter the terms of this security, nor causes harm to the rights of the Holders, in the judgment of the Common Representative; cases in which the consent of the Holders will not be required. In the event that such amendments impact the note, the Common Representative shall carry out the procedures and comply with the requirements necessary to redeem the note before the Indeval, informing Indeval in writing or by the means determined by Indeval, at least 6 (six) Business Days in advance of the date of the aforementioned redemption, and notice shall indicate (i) the date on which the relevant redemption will take place, and (ii) any and all amendments made to the note, with the clarification that they do not affect, modify or limit the rights of the Holders. The Holders, by merely acquiring one or more Notes, accept and authorize the Issuer and the Common Representative to carry out, without holding a meeting, the amendments referred to in this section.
22
(i) If the meeting of Holders meets by virtue of a second or subsequent call to deal with any of the matters indicated in subsections (h) (i), (ii) and (iii) above, half plus one of the outstanding Notes shall be required to be present or represented and their decisions shall be valid if made by the majority of the Holders present at the meeting, based on the Nominal Value of the Notes, except in the case of any of the matters referred to in subsection (h) (iv) above, in which case it will be required that at least 75% (seventy-five percent) of the outstanding Notes be represented in the meeting of Holders and the decisions be approved by at least the majority vote of the Holders present, based on the Nominal Value of the Notes.
(j) In no case may Holders be represented at the meeting who, individually or jointly, hold notes that have not been put into circulation, or that the Issuer, or any person related to the Issuer, has acquired in the market. In such a case, such Notes shall not be considered for the quorum to convene and vote at the general meetings of Holders provided for in this corresponding note.
(k) The minutes signed by those who have served as president and secretary shall be drawn up at each meeting. The attendance list will be added to the minutes, signed by the attendees and by the returning officers. The minutes and other data and documents that refer to the action of the meetings of Holders or the Common Representative shall be kept by the latter and may, at all times, be consulted by the Holders, who shall have the right to have, at the expense of the applicant, the Common Representative issue certified copies of said documents to them.
(l) For the purposes of calculating the quorum of attendance at the Meetings of Holders, the number of outstanding Notes shall be taken as a basis.
(m) The meetings of Holders shall be chaired by the Common Representative and in the meetings, the Holders shall be entitled to as many votes as correspond to them by virtue of the Notes they hold, one vote for each outstanding Note.
(n) The resolutions made outside of the meeting unanimously by the Holders representing all the Notes entitled to vote shall have, for all legal purposes, the same validity as if they had been adopted at the meeting, provided that they are confirmed in writing.
(o) Once the meeting is declared to be installed, the Holders may not prevent its holding by leaving. Holders who withdraw or who do not attend the resumption of a Meeting of Holders that has been adjourned in the terms indicated above shall be deemed have refrained from casting their vote on the matter(s) in question. The foregoing shall be without prejudice to the provisions of Articles 220, last paragraph and 223, section I, of the LGTOC.
(p) Any and all acts carried out by the Common Representative in the name or on behalf of the Holders, under the terms of this Note or applicable legislation, shall be binding and shall be considered accepted by the Holders, including those absent and dissenting.
None of the above provisions shall limit or affect the rights that, where appropriate, the holders have in accordance with Article 220, last paragraph and Article 223 of the LGTOC.
| XXII. | APPLICABLE LAW AND JURISDICTION. |
This Note shall be governed by and construed in accordance with the laws of Mexico. The Issuer, the Guarantors, the Common Representative and, by virtue of the acquisition of Notes, the Holders, submit to the jurisdiction of the federal courts in Mexico City for any dispute related to the Notes and/or Holders’ assembly, waiving any other jurisdiction that may correspond to them by reason of domicile, present or future, or for any reason.
This Security covers the entirety of the Notes and replaces the security originally issued and deposited with Indeval on October 5, 2023. This Security is issued and redeemed for the previously deposited security, on the occasion of the issuance of the Additional Notes corresponding to the First Reopening of the First Issue.
23
This Note consists of 29 (twenty-nine) pages and is signed by the Issuer, the Guarantors and, for the purposes of recording their acceptance of their assignment and their functions, the Common Representative, in San Pedro Garza García, Nuevo León, on February 20, 2024.
| The Issuer | ||
| Cemex, S.A.B. de C.V. | ||
| /s/ Fernando José Reiter Landa | ||
| By: Fernando José Reiter Landa | ||
| Position: Proxy | ||
The Guarantors
| Cemex Concretos, S.A. de C.V. | CEMEX Corp. | |||||||
| /s/ Fernando José Reiter Landa | /s/ Fernando José Reiter Landa | |||||||
| By: Fernando José Reiter Landa | By: Fernando José Reiter Landa | |||||||
| Position: Proxy | Position: Proxy | |||||||
| Cemex Operaciones México, S.A. de C.V. | Cemex Innovation Holding Ltd. | |||||||
| /s/ Fernando José Reiter Landa | /s/ Fernando José Reiter Landa | |||||||
| By: Fernando José Reiter Landa | By: Fernando José Reiter Landa | |||||||
| Position: Proxy | Position: Proxy | |||||||
| Common Representative of the Holders | ||||||||
| CIBanco, S.A., Institución de Banca Múltiple | ||||||||
| /s/ Patricia Flores Milchorena | /s/ Alfredo Basurto Dorantes | |||||||
| By: Patricia Flores Milchorena | By: Alfredo Basurto Dorantes | |||||||
| Position: Proxy | Position: Proxy | |||||||
24
Exhibit 8.1
The following is a list of subsidiaries of Cemex, S.A.B.de C.V. as of December 31, 2024, including the name of each subsidiary and its country of incorporation.
| Company Name | Country | |||
| 1 | ALC Las Vegas Mining Claims, LLC | United States of America | ||
| 2 | Alcanar Green Energy, S.L. | Spain | ||
| 3 | Alliera, S.A. de C.V. | México | ||
| 4 | Apollo Re Ltd. | Barbados | ||
| 5 | Arabian Company For Concrete Roads (S.A.E) | Egypt | ||
| 6 | Arawak Cement Company Limited | Barbados | ||
| 7 | Arawak Concrete Solutions Limited | Barbados | ||
| 8 | Ardkal Ltd. | Israel | ||
| 9 | Arkik Automation Solutions, S.L.U. | Spain | ||
| 10 | Arkik Technologies México, S.A. de C.V. | México | ||
| 11 | Arkik USA Corp. | United States of America | ||
| 12 | Arkik USA Inc. | United States of America | ||
| 13 | Ash Resources Limited | United Kingdom | ||
| 14 | Assiut Cement S.A.E | Egypt | ||
| 15 | Atlas Aggregates Limited | United Kingdom | ||
| 16 | Atlas Neeif Holdings Limited | Cyprus | ||
| 17 | Atlas Neeif Holdings Limited | United Kingdom | ||
| 18 | Bahamas Concrete Holdings Limited | Bahamas | ||
| 19 | Beijing CXP Import & Export Co., Ltd. | China | ||
| 20 | Berrywear Corporation | Central | ||
| 21 | Bersal, S.A. | Dominican Republic | ||
| 22 | Beton HaEmek | Israel | ||
| 23 | BIM Infraestructura, S.A. de C.V. | México | ||
| 24 | Boulton & Paul (Building Services) Limited | United Kingdom | ||
| 25 | British Dredging Limited | United Kingdom | ||
| 26 | Brooksville PP Assets Holding Company, LLC | United States of America | ||
| 27 | Broquers Ambiental, S.A. de C.V. | México | ||
| 28 | Bruntingthorpe Gravels Limited | United Kingdom | ||
| 29 | Business Material Funding SL | Spain | ||
| 30 | Butterley Aggregates Limited | United Kingdom | ||
| 31 | Capella Holdings Inc. | United States of America | ||
| 32 | Carbonífera de San Patricio, S.A. de C.V. | México | ||
| 33 | Caribbean Cement Company Limited | Jamaica | ||
| 34 | CARRIERE DE LA PLAINE D AY(SAS) | France | ||
| 35 | CCL BUSINESS HOLDINGS, S.L.U. (Sociedad Unipersonal) | Spain | ||
| 36 | Cemcoke International Limited Co. | United States of America |
| 37 | Cement Transit Company | United States of America | ||
| 38 | Cementi Siciliani S.R.L. | Italy | ||
| 39 | Cementilce S.R.L. | Italy | ||
| 40 | Cemento Bayano, S.A. | Panama | ||
| 41 | CEMEX & Beuerlein GmbH & Co. KG | Germany | ||
| 42 | CEMEX & Beuerlein Verwaltungs-GmbH | Germany | ||
| 43 | CEMEX (IOM) Limited | Isle of Man | ||
| 44 | CEMEX (ROI) Limited | Ireland | ||
| 45 | Cemex Aditivos México, S.A. de C.V. | México | ||
| 46 | Cemex Administraciones Ltda. | Colombia | ||
| 47 | CEMEX ADMIX USA, LLC | United States of America | ||
| 48 | Cemex Admixtures Construction Chemicals Manufacturing LLC | United Arab Emirates | ||
| 49 | Cemex Admixtures Czech Republic s.r.o. | Czech Republic | ||
| 50 | Cemex admixtures EG | Egypt | ||
| 51 | CEMEX ADMIXTURES FRANCE | France | ||
| 52 | Cemex Admixtures Global Holding AG | Switzerland | ||
| 53 | CEMEX Admixtures GmbH | Germany | ||
| 54 | Cemex Admixtures Poland Sp. z o.o. | Poland | ||
| 55 | CEMEX ADMIXTURES UK LIMITED | United Kingdom | ||
| 56 | Cemex Africa & Middle East Investments B.V. | The Netherlands | ||
| 57 | CEMEX AM Holdings, LLC | United States of America | ||
| 58 | Cemex Asia B.V. | The Netherlands | ||
| 59 | Cemex Asia B.V. Shanghai Representative Office | China | ||
| 60 | CEMEX Asia Holdings Ltd | Singapore | ||
| 61 | CEMEX ASIA PTD. LTD.- PHILIPPINE HEADQUARTERS | Philippines | ||
| 62 | Cemex Asia Pte. Limited | Singapore | ||
| 63 | CEMEX ASIA RESEARCH AG | Switzerland | ||
| 64 | Cemex Bahamas Ltd. | Bahamas | ||
| 65 | Cemex Betons Ile De France (Sas) | France | ||
| 66 | Cemex Betons Nord Ouest (Sas) | France | ||
| 67 | Cemex Betons Rhone Alpes (Sas) | France | ||
| 68 | Cemex Betons Sud Est | France | ||
| 69 | Cemex Betons Sud Ouest | France | ||
| 70 | Cemex Betons Sud Ouest II | France | ||
| 71 | CEMEX BH d.o.o. | Bosnia and Herzegovina | ||
| 72 | CEMEX Budujeme Budoucnost—nadacní fond v likvidaci | Czech Republic | ||
| 73 | CEMEX Caribbean, LLC | United States of America | ||
| 74 | Cemex Caribe, S.A. | Panama | ||
| 75 | CEMEX Cement of Louisiana, Inc. | United States of America | ||
| 76 | CEMEX Central Europe GmbH | Germany |
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| 77 | CEMEX CEYLON (PRIVATE) LIMITED | Sri Lanka | ||
| 78 | Cemex Clemencia S.A.S. | Colombia | ||
| 79 | Cemex Colombia S.A. | Colombia | ||
| 80 | CEMEX CONCRETE, S.A. | Haiti | ||
| 81 | Cemex Concretos, Inc. | Puerto Rico | ||
| 82 | Cemex Concretos, S.A. de C.V. | México | ||
| 83 | CEMEX Construction Materials Atlantic, LLC | United States of America | ||
| 84 | CEMEX Construction Materials Florida, LLC | United States of America | ||
| 85 | CEMEX Construction Materials Houston, LLC | United States of America | ||
| 86 | CEMEX Construction Materials Pacific, LLC | United States of America | ||
| 87 | CEMEX Construction Materials South, LLC | United States of America | ||
| 88 | CEMEX Corp. | United States of America | ||
| 89 | Cemex Czech Republic s.r.o. | Czech Republic | ||
| 90 | Cemex de Puerto Rico Inc | Puerto Rico | ||
| 91 | Cemex Denmark ApS | Denmark | ||
| 92 | CEMEX Deutschland AG | Germany | ||
| 93 | CEMEX Dominicana, S.A. | Dominican Republic | ||
| 94 | Cemex Egypt for Distribution S.A.E | Egypt | ||
| 95 | Cemex Egypt Solutions | Egypt | ||
| 96 | Cemex Energía Desarrollos, S.A.P.I. de C.V. | México | ||
| 97 | Cemex Energía, S.A.P.I. de C.V. | México | ||
| 98 | Cemex Energy S.A.S. E.S.P | Colombia | ||
| 99 | CEMEX ESPAÑA ADITIVOS, S.L.U. | Spain | ||
| 100 | Cemex España Gestion y Servicios S.L. | Spain | ||
| 101 | CEMEX ESPAÑA OPERACIONES, S.L.U. (Antes denominada CEMEX 1992 HOLDINGS SL) | Spain | ||
| 102 | Cemex España, S.A. | Spain | ||
| 103 | Cemex Falcon L.L.C. | United Arab Emirates | ||
| 104 | CEMEX Foundation | United States of America | ||
| 105 | CEMEX France | France | ||
| 106 | CEMEX France 9 | France | ||
| 107 | CEMEX France Services | France | ||
| 108 | CEMEX Global Sourcing, Inc. | United States of America | ||
| 109 | Cemex Granulats (Sa) | France | ||
| 110 | Cemex Granulats Rhone Mediterrannee (Sas) | France | ||
| 111 | Cemex Granulats Sud Ouest (Sas) | France | ||
| 112 | Cemex Haití, S.A. | Haiti | ||
| 113 | Cemex Heim RC-Baustoffe GmbH & Co. KG | Germany | ||
| 114 | CEMEX Holdings (israel) Ltd. | Israel | ||
| 115 | CEMEX Holdings Inc. | United States of America | ||
| 116 | CEMEX Hrvatska d.d. | Croatia | ||
| 117 | Cemex Innovation Holding Ltd. | Switzerland | ||
| 118 | Cemex Innovation Holding Ltd. Brugg Branch | Switzerland |
3
| 119 | Cemex Internacional, S.A. de C.V. | México | ||
| 120 | CEMEX International Trading LLC | United States of America | ||
| 121 | CEMEX Investments Limited | United Kingdom | ||
| 122 | CEMEX Investments, Inc. | United States of America | ||
| 123 | Cemex Jamaica Limited | Jamaica | ||
| 124 | CEMEX Kies & Splitt GmbH | Germany | ||
| 125 | CEMEX Kies Mecklenburg-Strelitz GmbH | Germany | ||
| 126 | CEMEX Kies Rogätz GmbH | Germany | ||
| 127 | CEMEX LATAM HOLDINGS SA | Spain | ||
| 128 | CEMEX Leasing LLC | United States of America | ||
| 129 | Cemex Logistics s.r.o. | Czech Republic | ||
| 130 | CEMEX Logistik GmbH | Germany | ||
| 131 | Cemex Luxembourg Holdings S.a.r.l. | Luxembourg | ||
| 132 | CEMEX Malesice s.r.o. | Czech Republic | ||
| 133 | CEMEX Management Company LLC | United States of America | ||
| 134 | CEMEX Management, Inc. | United States of America | ||
| 135 | CEMEX Marine (Guernsey) PCC Limited | Guernsey | ||
| 136 | CEMEX Materials Newfoundland, Inc. | Canada | ||
| 137 | CEMEX Materials, LLC | United States of America | ||
| 138 | CEMEX MONTENEGRO AD | Montenegro | ||
| 139 | CEMEX Nevada, LLC | United States of America | ||
| 140 | Cemex Nicaragua, S.A. | Nicaragua | ||
| 141 | CEMEX NY Corporation | United States of America | ||
| 142 | Cemex Operaciones México, S.A. de C.V. | México | ||
| 143 | CEMEX Paving Solutions Limited | United Kingdom | ||
| 144 | Cemex Perú, S.A. | Peru | ||
| 145 | Cemex Polska Sp. z o.o. | Poland | ||
| 146 | Cemex Premezclados de Colombia S.A. | Colombia | ||
| 147 | Cemex Ready Mix for Ready Concrete, S.A.E | Egypt | ||
| 148 | CEMEX Readymix East Anglia Limited | United Kingdom | ||
| 149 | Cemex Sand k.s. | Czech Republic | ||
| 150 | CEMEX Scottish Investments Limited | United Kingdom | ||
| 151 | CEMEX Scottish Limited Partnership | United Kingdom | ||
| 152 | CEMEX Seament Limited | United Kingdom | ||
| 153 | Cemex Services Group s.r.o. | Czech Republic | ||
| 154 | Cemex Shared Service Centre Limited Liability Company | Hungary | ||
| 155 | Cemex Soluciones S.A.S. En Liquidación | Colombia | ||
| 156 | CEMEX Southeast Holdings LLC | United States of America | ||
| 157 | CEMEX Southeast LLC | United States of America | ||
| 158 | CEMEX SRB d.o.o. | Serbia | ||
| 159 | CEMEX Steel Framing, Inc. | United States of America | ||
| 160 | CEMEX Südostbayern GmbH & Co. KG | Germany |
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| 161 | CEMEX Südostbayern Verwaltungs-GmbH | Germany | ||
| 162 | Cemex Supermix L.L.C. | United Arab Emirates | ||
| 163 | CEMEX SW Florida Limestone Holdings, LLC | United States of America | ||
| 164 | CEMEX SW Florida Sand Holdings, LLC | United States of America | ||
| 165 | Cemex Topmix L.L.C. | United Arab Emirates | ||
| 166 | Cemex Trading, LLC | United States of America | ||
| 167 | Cemex Transporte, Inc. | Puerto Rico | ||
| 168 | Cemex Transporte, S.A. de C.V. | México | ||
| 169 | Cemex Transportes de Colombia S.A. | Colombia | ||
| 170 | CEMEX Trockenmörtel GmbH | Germany | ||
| 171 | Cemex Trucking, Inc. | United States of America | ||
| 172 | CEMEX UK | United Kingdom | ||
| 173 | CEMEX UK Cement Limited | United Kingdom | ||
| 174 | CEMEX UK Executives Pension Trust Limited | United Kingdom | ||
| 175 | CEMEX UK Logistics Limited | United Kingdom | ||
| 176 | CEMEX UK Marine Limited | United Kingdom | ||
| 177 | CEMEX UK Materials Limited | United Kingdom | ||
| 178 | CEMEX UK Money Purchase Pension Trust Limited | United Kingdom | ||
| 179 | CEMEX UK Operations Limited | United Kingdom | ||
| 180 | CEMEX UK Pension Trust Limited | United Kingdom | ||
| 181 | CEMEX UK Properties Limited | United Kingdom | ||
| 182 | CEMEX UK Services Limited | United Kingdom | ||
| 183 | CEMEX URBANIZATION SOLUTIONS FRANCE | France | ||
| 184 | CEMEX US HOLDINGS B.V. | The Netherlands | ||
| 185 | Cemex Ventures BV | The Netherlands | ||
| 186 | Cemex Ventures España SLU | Spain | ||
| 187 | CEMEX Ventures, Inc. | United States of America | ||
| 188 | Cemex Vivienda, S.A. de C.V. | México | ||
| 189 | CEMEX Zement GmbH | Germany | ||
| 190 | CEMEX, Inc. | United States of America | ||
| 191 | Cemex, S.A.B. de C.V. | México | ||
| 192 | CEMEX: INFRAESTRUCTURA & VIVIENDAS, SRL | Dominican Republic | ||
| 193 | Central de Mezclas S.A. | Colombia | ||
| 194 | Chantiers De La Haute Seine (Sas) | France | ||
| 195 | Chelmski Cement Sp. z o.o. | Poland | ||
| 196 | Chemocrete Ltd. | Israel | ||
| 197 | Ciment La Pierre, S.A. | Haiti | ||
| 198 | Ciments Blancs Du Maroc, S.A. | Morocco | ||
| 199 | Combined Management Services Corporation Limited | United Kingdom | ||
| 200 | Comercializadora Construrama, S.A. de C.V. | México | ||
| 201 | Construcción Digital Keobra, S.L.U. | Spain |
5
| 202 | Construhub, S.A. de C.V. | México | ||
| 203 | Construrama Puerto Rico LLC | Puerto Rico | ||
| 204 | Construrama Supply, S.A. de C.V. | México | ||
| 205 | Construtodo, Inc. | United States of America | ||
| 206 | CORPORACION CEMENTERA LATINOAMERICANA, S.L.U. (Sociedad Unipersonal) | Spain | ||
| 207 | Cx Agencia, Agente de Seguros y de Fianzas, S.A. de C.V. | México | ||
| 208 | CxNetworks N.V. | The Netherlands | ||
| 209 | DALMACIJACEMENT d.o.o. | Croatia | ||
| 210 | Desarrollos Multiples Insulares, Inc. | Puerto Rico | ||
| 211 | Diamante Transportes Ltda. En Liquidación | Colombia | ||
| 212 | DMK Donaumoos Kies GmbH & Co. KG | Germany | ||
| 213 | DMK Donaumoos Kies Verwaltungs-GmbH | Germany | ||
| 214 | Drome Ardeche Granulats (Snc) | France | ||
| 215 | EcoWasteEnergy s.r.o. | Czech Republic | ||
| 216 | Eitan Beton (1993) Ltd. | Israel | ||
| 217 | El Carmen Land and Conservation Company, LLC | United States of America | ||
| 218 | ELEGOHOUSE, s.r.o. | Czech Republic | ||
| 219 | Elmontaser for ready mix | Egypt | ||
| 220 | Environmental Enhancement Group | United States of America | ||
| 221 | Eólica Guadalupe, S. de R.L. de C.V. | México | ||
| 222 | Especialistas en Corredores Viales, S.A. de C.V. | México | ||
| 223 | Falcon Re Ltd. | Barbados | ||
| 224 | FN Asset Purchase LLC | United States of America | ||
| 225 | France Liants (Sas) | France | ||
| 226 | Fujur, S.A. de C.V. | México | ||
| 227 | Fundación Cemex Colombia | Colombia | ||
| 228 | FUNDACIÓN LABORAL DE ÁMBITO ESTATAL DEL CEMENTO Y EL MEDIO AMBIENTE (FUNDACION CEMA) | Spain | ||
| 229 | Fundacja Cemex Budujemy Przyszlosc | Poland | ||
| 230 | Gasoductos de Anáhuac, S.A.P.I. de C.V. | México | ||
| 231 | Gasolux, S.A.P.I. de C.V. | México | ||
| 232 | Gie De Saint Julien Et De Saint Elix Le Chateau(Gie) (Gie Saint Julien In The Organizational Chart | France | ||
| 233 | Gillingham Portland Cement Company Limited | United Kingdom | ||
| 234 | Groupement Du Perthuis De Poses (Gie) | France | ||
| 235 | GRUPO CEMEX | Dominican Republic | ||
| 236 | Guernsey Stone Company | United States of America | ||
| 237 | Hall & Ham River Limited | United Kingdom | ||
| 238 | Hall Aggregates (South Coast) Limited | United Kingdom | ||
| 239 | Hall Aggregates Limited | United Kingdom |
6
| 240 | Hogan Island Limestone, LLC | United States of America | ||
| 241 | Hyde-Crete Limited | United Kingdom | ||
| 242 | Immokalee Sand, LLC | United States of America | ||
| 243 | INMOBILIARIA FERRI, S.A. DE C.V. | México | ||
| 244 | INSTITUTO DE DESARROLLO CEMEX | Panama | ||
| 245 | Interamerican Investments, Inc. | United States of America | ||
| 246 | INVERSIONES BEHALDE, SRL | Dominican Republic | ||
| 247 | Inversiones Secoya, Sociedad Anónima | Nicaragua | ||
| 248 | Island Cement Company Limited | Bahamas | ||
| 249 | Israel America Aggregates Ltd. | Israel | ||
| 250 | John Carr (SBK) Limited | United Kingdom | ||
| 251 | Joplin Traders Corp. | Central | ||
| 252 | Kadmani Readymix Concrete Ltd. | Israel | ||
| 253 | KeObra LLC | United States of America | ||
| 254 | KIESEL Bauchemie GmbH & Co. Kommanditgesellschaft | Germany | ||
| 255 | Kiesel Beratungs- und Vertriebs -GmbH | Germany | ||
| 256 | Kiesel Polska sp. z o.o. | Poland | ||
| 257 | Kiesel s.a r.l. | France | ||
| 258 | KIESEL s.r.o. | Czech Republic | ||
| 259 | Kiesel Verwaltungsgesellschaft mit beschränkter Haftung | Germany | ||
| 260 | Kieswerk GmbH - Immelborn | Germany | ||
| 261 | Kieswerk Wernshausen GmbH & Co. KG | Germany | ||
| 262 | Kieswerk Wernshausen Verwaltungs-GmbH | Germany | ||
| 263 | Le Ciment du Nord | Haiti | ||
| 264 | Lime & Stone Production Company Ltd. | Israel | ||
| 265 | Lomez International B.V | The Netherlands | ||
| 266 | Louisville Cement Assets Transition Company | United States of America | ||
| 267 | LV Western Mining Claims, LLC | United States of America | ||
| 268 | M. Hanegev Quarries (1984) Ltd. | Israel | ||
| 269 | Maksimir Cement d.o.o. | Croatia | ||
| 270 | Marana Golf Inc. | United States of America | ||
| 271 | Materiales Express España, S.L.U. | Spain | ||
| 272 | Maya-Belize Cement Limited | Belize | ||
| 273 | Menkent, S. de R.L. de C.V. | México | ||
| 274 | Mercis, S.A. de C.V. | México | ||
| 275 | Mexam Trade, Inc. | United States of America | ||
| 276 | MILI, L.L.C. | United States of America | ||
| 277 | Minera Cronos, S.A.C. | Peru | ||
| 278 | Mineral And Energy Resources (UK) Limited | United Kingdom | ||
| 279 | Mineral Resource Technologies, Inc. | United States of America | ||
| 280 | Mixbeton Vermögensgesellschaft mbH & Co. KG | Germany |
7
| 281 | Mojave Northern Railroad Company | United States of America | ||
| 282 | Nahal Beer-Sheba Gravel Enterprises Ltd. | Israel | ||
| 283 | Neoris Venezuela C.A. | Venezuela | ||
| 284 | NET CX, S.A. de C.V. | México | ||
| 285 | New Line Transport, LLC | United States of America | ||
| 286 | NL Transport West, LLC | United States of America | ||
| 287 | North West Aggregates Limited | United Kingdom | ||
| 288 | Northern Aggregates Limited | United Kingdom | ||
| 289 | Northwest Materials Holding Company | United States of America | ||
| 290 | Obrayuda, S.A. de C.V. | México | ||
| 291 | OXI, L.L.C. | United States of America | ||
| 292 | P.A. Zoran | Israel | ||
| 293 | Pace Desarrollos Energéticos, S. de R.L. de C.V. | México | ||
| 294 | Pacific Rock Products Trucking, L.L.C. | United States of America | ||
| 295 | Pacific Rock Products, L.L.C. | United States of America | ||
| 296 | Premier Holding Company, LLC | United States of America | ||
| 297 | Premix-Readymix Concrete Industries | Israel | ||
| 298 | Pro Ambiente, S.A. de C.V. | México | ||
| 299 | Procon Readymix Limited | United Kingdom | ||
| 300 | ProStein GmbH & Co. KG | Germany | ||
| 301 | ProStein Verwaltungs-GmbH | Germany | ||
| 302 | Proveedora Mexicana de Materiales, S.A. de C.V. | México | ||
| 303 | PROXI MATERIAUX (SAS) | France | ||
| 304 | QUALION ASESORES DE SEGUROS LIMITADA | Colombia | ||
| 305 | Quarzsandwerk Wellmersdorf GmbH & Co. KG | Germany | ||
| 306 | Quarzsandwerk Wellmersdorf Verwaltungs-GmbH | Germany | ||
| 307 | R.M.C. Engineering & Transport Limited | United Kingdom | ||
| 308 | Ramon Lime, Stone & Gypsum Enterprises Ltd. | Israel | ||
| 309 | RC-Baustoffe Berlin Verwaltung GmbH | Germany | ||
| 310 | Ready Mix USA, LLC | United States of America | ||
| 311 | Ready Mixed Concrete (London) Limited | United Kingdom | ||
| 312 | Ready Mixed Concrete (Wales) Limited | United Kingdom | ||
| 313 | Ready Mixed Concrete (Western) Limited | United Kingdom | ||
| 314 | Readymix - Shtang Recycle Israel Ltd. | Israel | ||
| 315 | Readymix (West Indies) Limited | Trinidad and Tobago | ||
| 316 | Readymix Concrete Products (Israel) Ltd. | Israel | ||
| 317 | Readymix Industries (Israel) Ltd. | Israel | ||
| 318 | Readymix Kinneret Partnership | Israel | ||
| 319 | Readymix Limited | Ireland | ||
| 320 | Readymix Management Services Limited | Jersey | ||
| 321 | Readymix Materials Holdings, LLC | United States of America | ||
| 322 | Readymix Transportbeton Gesellschaft mit beschränkter Haftung Berlin | Germany |
8
| 323 | RECIKLATOR d.o.o. | Croatia | ||
| 324 | Red Rock of Minnesota, Inc. | United States of America | ||
| 325 | Regenera Colombia S.A.S. | Colombia | ||
| 326 | Reservas Ecológicas Sustentables La Laguna, S.A. de C.V. | México | ||
| 327 | RMC (GM) No 7 Limited | United Kingdom | ||
| 328 | RMC (HW) No 1 Limited | United Kingdom | ||
| 329 | RMC Aggregates (Greater London) Limited | United Kingdom | ||
| 330 | RMC Environmental Services Limited | United Kingdom | ||
| 331 | RMC Europe Limited | United Kingdom | ||
| 332 | RMC Explorations Limited | United Kingdom | ||
| 333 | RMC Finance Limited | United Kingdom | ||
| 334 | RMC Holdings B.V. | The Netherlands | ||
| 335 | RMC Logistics Eastern Limited | United Kingdom | ||
| 336 | RMC Logistics North East Limited | United Kingdom | ||
| 337 | RMC Logistics Northern Limited | United Kingdom | ||
| 338 | RMC Logistics Scotland Limited | United Kingdom | ||
| 339 | RMC Logistics South East Limited | United Kingdom | ||
| 340 | RMC Logistics Western Limited | United Kingdom | ||
| 341 | RMC Pacific Materials, LLC | United States of America | ||
| 342 | RMC Readymix Limited | United Kingdom | ||
| 343 | RMC Russell Limited | United Kingdom | ||
| 344 | Roble Re S.L.U. | Spain | ||
| 345 | Rugby Joinery Limited | United Kingdom | ||
| 346 | Russell Concrete Products Limited | United Kingdom | ||
| 347 | Russell Developments Limited | United Kingdom | ||
| 348 | Russell Minerals (Pennsylvania), Inc. | United States of America | ||
| 349 | Russell Minerals Fayette, Inc | United States of America | ||
| 350 | Russell Minerals West Frankfort, Inc. | United States of America | ||
| 351 | Russell Minerals, Inc. | United States of America | ||
| 352 | Savar Investments | Cayman Islands | ||
| 353 | SCI Chateauneuf Du Rhone (SCI) | France | ||
| 354 | SCI Les Hauts Terriers (SCI) | France | ||
| 355 | Servicios para la Autoconstrucción, S.A. de C.V. | México | ||
| 356 | Servicios Profesionales Cemex, S.A. de C.V. | México | ||
| 357 | Servicios Promexma, S.A. de C.V. | México | ||
| 358 | Sierra Trading | Cayman Islands | ||
| 359 | Sinergia Deportiva, S.A. de C.V. | México | ||
| 360 | Sol Rad | Israel | ||
| 361 | Soldi CP, S. de R.L. de C.V. | México | ||
| 362 | South Coast Shipping Company (Crewing Services) Limited | United Kingdom | ||
| 363 | Steinbruch Oberottendorf GmbH | Germany |
9
| 364 | Stone Ltd. | Israel | ||
| 365 | Sunbelt Investments Inc. | United States of America | ||
| 366 | Sunbelt Trading, SRL | Dominican Republic | ||
| 367 | Sunbulk Shipping Limited | Barbados | ||
| 368 | Sunbulk Shipping, S.L.U. (antes Macoris Investments, S.L.U.) | Spain | ||
| 369 | SUPERQUIMICOS DE CENTROAMERICA, S. A. | Panama | ||
| 370 | Taos Mining & Trading Company Ltd. | Israel | ||
| 371 | TBM Transportbeton GmbH & Co. KG, Mallersdorf | Germany | ||
| 372 | TBM Transportbeton Verwaltungs-GmbH, Mallersdorf | Germany | ||
| 373 | TCL (Nevis) Limited | Nevis | ||
| 374 | TCL Guyana Inc. | Guyana | ||
| 375 | TCL Leasing Limited | Trinidad and Tobago | ||
| 376 | TCL Ponsa Manufacturing Limited | Trinidad and Tobago | ||
| 377 | TCL Trading Limited | Anguilla | ||
| 378 | Tecnologías de Recursos Minerales, S.A. de C.V. | México | ||
| 379 | Teg Energía, S.A. de C.V. | México | ||
| 380 | TERRA EXPERTIS (SAS) | France | ||
| 381 | TGI Concrete Solutions Inc. | Guyana | ||
| 382 | The Barrington Light Railway Company | United Kingdom | ||
| 383 | The Rugby Group Limited | United Kingdom | ||
| 384 | Torino Re Ltd. | Barbados | ||
| 385 | TRANSENERGY DOMINICANA, S.R.L. (ANTERIORMENTE DISTRIBUIDORA DE CEMENTOS DEL SUR TSP, S.R.L.) | Dominican Republic | ||
| 386 | Transmobil Baustoff GmbH | Germany | ||
| 387 | Transportbeton Hütten GmbH & Co. KG | Germany | ||
| 388 | Transportbeton Hütten Verwaltungs GmbH | Germany | ||
| 389 | Transport-Beton Ingolstadt Gesellschaft mit beschränkter Haftung | Germany | ||
| 390 | Transport-Beton Ingolstadt GmbH & Co. Kommanditgesellschaft | Germany | ||
| 391 | Transportes San Pedro, SRL | Dominican Republic | ||
| 392 | Tricap Investments I-A, LLC | United States of America | ||
| 393 | Tricap Option Fund A, LLC | United States of America | ||
| 394 | Trinidad Cement Limited | Trinidad and Tobago | ||
| 395 | TTLI Trading Limited | Barbados | ||
| 396 | Twin Mountain Rock Company | United States of America | ||
| 397 | VAPPS, LLC | United States of America | ||
| 398 | VMB Vertriebsgesellschaft Mineralische Baustoffe mbH | Germany | ||
| 399 | Western Equipment Co. | United States of America | ||
| 400 | Western Rail Road Company | United States of America |
10
| 401 | Wettern Brothers Limited | United Kingdom | ||
| 402 | William Cooper & Sons (Dredging) Limited | United Kingdom | ||
| 403 | Wotton Roadstone Limited | United Kingdom | ||
| 404 | ZONA FRANCA ESPECIAL CEMENTERA DEL MAGDALENA MEDIO S.A.S. (ZOMAM S.A.S.) | Colombia |
11
Exhibit 12.1
Certification of the Principal Executive Officer of
Cemex, S.A.B. de C.V.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATIONS
I, Jaime Muguiro Domínguez, certify that:
| 1. | I have reviewed this Annual Report on Form 20-F of Cemex, S.A.B. de C.V. (the “Company”) for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”); |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
| (d) | Disclosed in this Report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: April 25, 2025 | By: | /s/ Jaime Muguiro Domínguez | ||||
| Name: | Jaime Muguiro Domínguez | |||||
| Title: | Chief Executive Officer |
Exhibit 12.2
Certification of the Principal Financial Officer of
Cemex, S.A.B. de C.V.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATIONS
I, Maher Al-Haffar, certify that:
| 1. | I have reviewed this Annual Report on Form 20-F of Cemex, S.A.B. de C.V. (the “Company”) for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”); |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
| (d) | Disclosed in this Report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: April 25, 2025 | By: | /s/ Maher Al-Haffar | ||||
| Name: | Maher Al-Haffar | |||||
| Title: | Executive Vice President of Finance and Administration and Chief Financial Officer |
Exhibit 13.1
Certification of the Principal Executive Officer of
Cemex, S.A.B. de C.V.
Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 20-F of Cemex, S.A.B. de C.V. (the “Company”) for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jaime Muguiro Domínguez, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: April 25, 2025 | By: | /s/ Jaime Muguiro Domínguez | ||||
| Name: | Jaime Muguiro Domínguez | |||||
| Title: | Chief Executive Officer |
Exhibit 13.2
Certification of the Principal Financial Officer of
Cemex, S.A.B. de C.V.
Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 20-F of Cemex, S.A.B. de C.V. (the “Company”) for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Maher Al-Haffar, as Executive Vice President of Finance and Administration and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: April 25, 2025 | By: | /s/ Maher Al-Haffar | ||||
| Name: | Maher Al-Haffar | |||||
| Title: | Executive Vice President of Finance and Administration and Chief Financial Officer |
Exhibit 14.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-83962, 333-86090, 333-128657, and 333-275529) on Form S-8 of our reports dated April 25, 2025, with respect to the consolidated financial statements of Cemex, S.A.B. de C.V. and subsidiaries and the effectiveness of internal control over financial reporting.
/s/ KPMG Cárdenas Dosal, S.C.
Monterrey, Nuevo León, México
April 25, 2025
Exhibit 15.1
Disclosure of Mine Safety and Health Administration (“MSHA”) Safety Data
Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934 that operate mines regulated under the Mine Act. CEMEX’s U.S. quarry and mining operations are subject to MSHA regulation under the U.S. Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Company’s quarries and mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed or vacated.
In January 2012, the SEC issued final rules and regulations implementing the mine safety disclosure requirements of Section 1503(a) of the Dodd-Frank Act. Pursuant to those rules and regulations, we have provided the information below for mining operations in the United States only. The Dodd-Frank Act and the implementing rules and regulations thereunder do not apply to mining and quarry operations outside the U.S.
The information in the table below reflects citations and orders MSHA issued to various U.S. subsidiaries of the Company during the year ended December 31, 2024. The data was compiled primarily from the data maintained on MSHA’s public website, the Mine Data Retrieval System (“MDRS”), as of January 18, 2025. In evaluating this information, consideration should also be given to factors such as: (i) the number of citations and orders may vary depending on the size and operation of the mine, (ii) the number of citations issued may vary from inspector to inspector and mine to mine, and (iii) citations and orders may be contested and appealed, and in that process, may be reduced in severity and amount, and may be dismissed or vacated.
| Mine ID number(1) |
Mine or Operating Name |
Section 104 Significant and Substantial Citations (2) |
Section 104(b) Orders (3) |
Section 104(d) Citations and Orders (4) |
Section 110(b)(2) Violations(5) |
Section 107(a) Orders(6) |
Total dollar value of MSHA assessments proposed(7) |
Total number of Mining Related Fatalities |
Received Notice of Pattern of Violations Under Section 104(e) yes/no |
Received Notice of Potential to Have Pattern under section 104(e) yes/no |
||||||||||||||||||||||||
| 0801000 | 474 Sand Mine | 0 | 0 | 0 | 0 | 0 | 147 | 0 | no | no | ||||||||||||||||||||||||
| 0800078 | Alico Road Quarry | 5 | 0 | 0 | 0 | 0 | 3366 | 0 | no | no | ||||||||||||||||||||||||
| 4102885 | Balcones Plant | 13 | 0 | 0 | 0 | 0 | 282375 | 0 | no | no | ||||||||||||||||||||||||
| 4100994 | Balcones Quarry | 3 | 1 | 0 | 0 | 0 | 12608 | 0 | no | no | ||||||||||||||||||||||||
| 0405701 | Black Mountain Quarry | 20 | 0 | 0 | 0 | 0 | 61793 | 0 | no | no | ||||||||||||||||||||||||
| 0800024 | Brooksville Quarry | 1 | 0 | 0 | 0 | 0 | 1434 | 0 | no | no | ||||||||||||||||||||||||
| 0801287 | Brooksville South Cement Plant | 6 | 0 | 0 | 0 | 0 | 89378 | 0 | no | no | ||||||||||||||||||||||||
| 0103539 | Brierfield | 1 | 0 | 0 | 0 | 0 | 626 | 0 | no | no | ||||||||||||||||||||||||
| 0200988 | CEMEX - 19th Ave | 0 | 0 | 0 | 0 | 0 | 441 | 0 | no | no | ||||||||||||||||||||||||
| 0202585 | CEMEX – APEX | 0 | 0 | 0 | 0 | 0 | 294 | 0 | no | no | ||||||||||||||||||||||||
| 0200717 | CEMEX – Casa Grande | 0 | 0 | 0 | 0 | 0 | 172 | 0 | no | no | ||||||||||||||||||||||||
| 0202851 | CEMEX - Gray Mountain | 0 | 0 | 0 | 0 | 0 | 147 | 0 | no | no | ||||||||||||||||||||||||
| 2600789 | CEMEX – Paiute Pit | 0 | 0 | 0 | 0 | 0 | 441 | 0 | no | no | ||||||||||||||||||||||||
| 0202062 | CEMEX - Sierra Vista | 0 | 0 | 0 | 0 | 0 | 147 | 0 | no | no | ||||||||||||||||||||||||
| 0201037 | CEMEX – West Plant #72 | 0 | 0 | 0 | 0 | 0 | 638 | 0 | no | no | ||||||||||||||||||||||||
| 0400173 | Clayton Plant | 0 | 0 | 0 | 0 | 0 | 147 | 0 | no | no | ||||||||||||||||||||||||
| 0900053 | Clinchfield Plant | 6 | 0 | 0 | 0 | 0 | 51382 | 0 | no | no | ||||||||||||||||||||||||
| Mine ID number(1) |
Mine or Operating Name |
Section 104 Significant and Substantial Citations (2) |
Section 104(b) Orders (3) |
Section 104(d) Citations and Orders (4) |
Section 110(b)(2) Violations(5) |
Section 107(a) Orders(6) |
Total dollar value of MSHA assessments proposed(7) |
Total number of Mining Related Fatalities |
Received Notice of Pattern of Violations Under Section 104(e) yes/no |
Received Notice of Potential to Have Pattern under section 104(e) yes/no |
||||||||||||||||||||||||
| 0100016 | Demopolis Plant Cemex Inc |
12 | 0 | 0 | 0 | 0 | 93831 | 0 | no | no | ||||||||||||||||||||||||
| 0401891 | Eliot Plant |
2 | 0 | 0 | 0 | 1 | 14334 | 0 | no | no | ||||||||||||||||||||||||
| 0800519 | FEC Quarry |
3 | 0 | 0 | 0 | 0 | 3563 | 0 | no | no | ||||||||||||||||||||||||
| 4000840 | Knoxville Cement Plant |
4 | 0 | 0 | 0 | 0 | 7218 | 0 | no | no | ||||||||||||||||||||||||
| 0500344 | Lyons Cement Plant Cemex Inc |
7 | 0 | 0 | 0 | 0 | 25978 | 0 | no | no | ||||||||||||||||||||||||
| 0405216 | Lytle Creek Pit |
3 | 0 | 0 | 0 | 0 | 3629 | 0 | no | no | ||||||||||||||||||||||||
| 0800046 | Miami Cement Plant |
7 | 0 | 0 | 0 | 0 | 6712 | 0 | no | no | ||||||||||||||||||||||||
| 0404140 | Moorpark Quarry |
0 | 0 | 0 | 0 | 0 | 386 | 0 | no | no | ||||||||||||||||||||||||
| 0801216 | Palmdale Sand Mine |
0 | 0 | 0 | 0 | 0 | 189 | 0 | no | no | ||||||||||||||||||||||||
| 0404869 | Redlands Quarry |
1 | 0 | 0 | 0 | 0 | 351 | 0 | no | no | ||||||||||||||||||||||||
| 0401897 | Rockfield Plant |
0 | 0 | 0 | 0 | 0 | 1071 | 0 | no | no | ||||||||||||||||||||||||
| 0400281 | Victorville Cement Plant |
6 | 0 | 0 | 0 | 0 | 22251 | 0 | no | no | ||||||||||||||||||||||||
| (1) | The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, and tools. MSHA assigns an identification number to each mine or operation and may or may not assign a separate identification number to related facilities. The information provided in this table is presented by mine identification number. |
| (2) | Represents the total number of citations issued by MSHA for violation of health or safety standards that could significantly and substantially contribute to a serious injury if left unabated. It should be noted that for purposes of this table, S&S citations that are included in another column, such as Section 104(b) citations, are not also included as Section 104 S&S citations in this column. |
| (3) | Represents the total number of orders issued, which represents a failure to abate a citation under section 104(a) within the period prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated. |
| (4) | Represents the total number of citation and orders issued by MSHA for unwarrantable failure to comply with mandatory health or safety standards. |
| (5) | Represents the total number of flagrant violations identified. |
| (6) | Represents the total number of imminent danger orders issued under section 107(a) of the Mine Act. |
| (7) | Amounts represent the total dollar value of proposed assessments received from MSHA on the MDRS and do not necessarily relate to the citations or orders issued by MSHA during the period or to the pending or resolved legal actions reported below. Specific orders or citations may not have had proposed assessments on the MDRS as of the date identified above, and as a result, those citations or orders not yet assessed are not included in this column. |
The table below sets forth the total number of reportable legal actions for the twelve months ended December 31, 2024.
| Mine ID |
Mine or Operating Name |
Legal Actions Pending as of Last Day of Period (#)(8) |
Legal Actions Initiated During Period (#) |
Legal Actions Resolved During Period (#) |
||||||||||||||||||||||||||||||
| Contests of Citations / Orders (9) |
Contests of Proposed Penalties (9) |
Complaints for Compensation |
Complaints of Discharge / Discrimination / Interference |
Application for Temporary Relief |
Appeals to FMSHRC |
|||||||||||||||||||||||||||||
| 0800078 | Alico Road Quarry | 0 | 0 | 0 | 0 | 0 | 0 | 4 | 4 | |||||||||||||||||||||||||
| 4102885 | Balcones Plant | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 13 | |||||||||||||||||||||||||
| 4100994 | Balcones Quarry | 3 | 3 | 0 | 0 | 0 | 0 | 3 | 5 | |||||||||||||||||||||||||
| 0405701 | Black Mountain Quarry | 7 | 7 | 0 | 0 | 0 | 0 | 7 | 7 | |||||||||||||||||||||||||
| 0103539 | Brierfield | 1 | 1 | 0 | 0 | 0 | 0 | 1 | 0 | |||||||||||||||||||||||||
| 0801287 | Brooksville South Cement Plant | 22 | 22 | 0 | 0 | 0 | 0 | 55 | 94 | |||||||||||||||||||||||||
| 0900053 | Clinchfield Plant | 3 | 3 | 0 | 0 | 0 | 0 | 26 | 23 | |||||||||||||||||||||||||
| 0100016 | Demopolis Plant Cemex Inc | 0 | 0 | 0 | 0 | 0 | 0 | 18 | 18 | |||||||||||||||||||||||||
| 4000840 | Knoxville Cement Plant | 2 | 2 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 0405216 | Lytle Creek Pit | 0 | 0 | 0 | 0 | 0 | 0 | 3 | 3 | |||||||||||||||||||||||||
| 0404140 | Moorpark Quary | 0 | 0 | 0 | 0 | 0 | 0 | 2 | 2 | |||||||||||||||||||||||||
| 0404869 | Redlands Quarry | 2 | 2 | 0 | 0 | 0 | 0 | 2 | 0 | |||||||||||||||||||||||||
| 0401897 | Rockfield Plant | 0 | 0 | 0 | 0 | 0 | 0 | 6 | 6 | |||||||||||||||||||||||||
| (8) | Pending legal actions before the Federal Mine Safety and Health Review Commission (the “Commission”) as required to be reported by Section 1503(a)(3) of the Dodd-Frank Act. This data represents legal action activity as derived from the MDRS on the date identified above |
The following provides additional information regarding the types or categories of proceedings that may be brought before the Commission.
| A | Contest Proceedings - a contest proceeding may be filed with the Commission by an operator to challenge the issuance of a citation or order issued by MSHA; |
| B | Civil Penalty Proceedings - a civil penalty proceeding may be filed with the Commission by an operator to challenge a civil penalty MSHA has proposed for a violation contained in a citation or order; |
| C | Compensation Proceedings - a compensation proceeding may be filed with the Commission by miners entitled to compensation when a mine is closed by certain closure orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation if any, due to miners idled by the orders; |
| D (i) | Discrimination Proceedings – a discrimination proceeding involves a miner’s allegation that he or she has suffered adverse employment action because he or she engaged in activity protected under the Mine Act, such as making a safety complaint; |
| (ii) | Temporary Reinstatement Proceedings – a temporary reinstatement proceeding involves a case in which a miner has filed a complaint with MSHA stating that he or she has suffered discrimination and the miner has lost his or her position; |
| E | Applications for Temporary Relief-applications for temporary relief of any order issued under Section 104; and |
| F | Appeals of judges’ decisions or orders to the FMSHRC. |
| (9) | Contests pending as of year-end on the MDRS, but which are subsequently vacated, are not included in any reports on the MDRS. Citations that are final and then reopened are also not included in reports on the MDRS. As a result, discrepancies may appear between the prior reporting year’s “Legal Actions Pending as of Last Day of Period” and “Legal Actions Resolved During Year” for current reporting period. |
Exhibit 97.2
INSIDER TRADING AND
TRANSACTIONS WITH
CEMEX SECURITIES POLICY
Global Policy, as amended and restated, effective as of July 24, 2024.
© 2024. Cemex, S.A.B. de C.V. All rights reserved.
INDEX
| 1. | POLICY STATEMENT |
1 | ||||
| 2. |
POLICY INTERPRETATION, ENFORCEMENT AND ADMINISTRATION |
2 | ||||
| 3. |
GENERAL PROVISIONS |
2 | ||||
| 3.1. DEFINITIONS |
2 | |||||
| 3.2. TRANSACTIONS WITH CEMEX SECURITIES |
7 | |||||
| ARTICLE 1. COMPLIANCE |
7 | |||||
| ARTICLE 2. GENERAL TRADING RESTRICTIONS |
7 | |||||
| ARTICLE 3. TRADING WHEN IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION IS PROHIBITED |
7 | |||||
| ARTICLE 4. STOCK COMPENSATION PLANS |
8 | |||||
| ARTICLE 5. INTERNAL DISCLOSURE OBLIGATIONS |
8 | |||||
| ARTICLE 6. CERTAIN RESTRICTIONS AND REPORTING REQUIREMENTS |
9 | |||||
| ARTICLE 7. INTERNAL CONTROL MECHANISMS |
10 | |||||
| ARTICLE 8. DISCLOSURE OF INFORMATION: HANDLING OF MATERIAL NON-PUBLIC INFORMATION |
12 | |||||
| ARTICLE 9. QUIET PERIODS |
12 | |||||
| 3.3. AMENDMENTS AND WAIVERS |
13 | |||||
| 3.4. NON-COMPLIANCE PROCESS AND REPORTING |
13 | |||||
| 3.5. NO RETALIATION |
13 | |||||
| 3.6. TRAININGS AND AUDITS |
14 | |||||
| EXHIBIT A |
16 | |||||
| EXHIBIT B |
17 | |||||
| EXHIBIT C |
19 | |||||
1. POLICY STATEMENT
Applicable securities laws and regulations prohibit the purchase or sale of securities by persons who are aware of material non-public information about a company, as well as the disclosure of material non-public information about a company to others who then trade in the company’s securities. These transactions are commonly known as “insider trading”.
Insider trading violations are heavily pursued and punished by securities regulators, including but not limited to the:
| • | Comisión Nacional Bancaria y de Valores in Mexico (“CNBV”); |
| • | United States Securities and Exchange Commission (“SEC”); and |
| • | U.S. Attorney Offices in the United States of America. |
While the regulatory authorities concentrate their efforts on individuals who trade, or who provide inside information to others who trade, applicable securities laws and regulations also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company employees.
The Cemex Board of Directors has adopted this Policy with the intention to:
|
Prevent insider trading and to provide guidance to all the members of the Cemex Board of Directors (“Cemex BODM”), Cemex’s Senior Management and Employees of the Cemex Group to avoid the consequences associated with violations of insider trading laws; |
|
|
Prevent improper conduct, including the appearance of improper conduct, on the part of anyone employed by or associated with the Cemex Group, not just so-called “Insiders”; |
|
|
Follow and comply with the principles of transparency in the execution of operations, equal opportunities in the markets, protecting the confidence in the stock market, good observation of Stock Exchange practices, absence of conflicts of interest, and prevention of wrong behaviors; and |
|
|
Promote compliance with control and/or reporting mechanisms contemplated for the Cemex BODM, Cemex’s Senior Management and Employees of the Cemex Group when transacting with any securities issued by a Cemex Group company, including procuring such compliance by a third party, when in possession of Material Non-Public Information (as defined below). |
Please note that this Policy is not intended to be a complete description of applicable securities laws and regulations. Compliance with this Policy does not ensure that compliance with applicable securities laws and regulations will follow. You must err on the side of caution, as securities laws and regulations are strict and may contain certain provisions or presumptions that may cause inadvertent non-compliance and/or put a Cemex BODM, a member of the Board of Directors of any Cemex Group company, a Cemex Senior Management member or an Employee in a position where compliance with such laws and regulations would be required to be evidenced.
Compliance with this Policy is mandatory for all Employees, regardless of where they reside or conduct business.
1
2. POLICY INTERPRETATION, ENFORCEMENT AND ADMINISTRATION
This Policy, as amended and restated, was approved by the Cemex Board of Directors.
The parties involved in the application, administration, and enforcement of this Policy are the following:
| 1. | The Senior Vice President of Legal (or equivalent position) of Cemex; and |
| 2. | The Cemex Corporate Legal Compliance Department. |
When in doubt as to the content or application of this Policy, or where there is conflict between applicable legal requirements under this Policy, Employees have an obligation to contact the Cemex Corporate Legal Compliance Department for guidance. The Cemex Corporate Legal Compliance Department will have the ultimate responsibility for the interpretation of this Policy after consulting with Cemex’s Senior Vice President of Legal and, if necessary, with internal and/or external legal counsel, provided any services from external legal counsel are previously duly authorized by the Cemex Senior Vice President of Legal or Cemex’s CFO.
When in doubt as to any requirement or formality to be complied by any person subject to this Policy as it relates to Cemex Securities Transactions, in particular regarding Trading with Cemex Securities, such person shall hire their own legal advisors or consultants at such person’s own expense and ensure that such person complies with all applicable laws and regulations. The Cemex Senior Vice President of Legal may provide or may authorize for any members of the Cemex Corporate Legal Compliance Department to provide guidance to any such person, without any liability to any Cemex Group company.
This Policy should be observed in strict compliance with any applicable General Framework.
3. GENERAL PROVISIONS
3.1. DEFINITIONS
| • | “Affiliate” means, with respect to any corporation, limited liability company, trust, joint venture, association, company, partnership, or other entity, another corporation, limited liability company, trust, joint venture, association, company, partnership, or other entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the corporation, limited liability company, trust, joint venture, association, company, partnership, or other entity specified. |
| • | “Business Unit” means any area with personnel, resources or assets. The term “Business Unit” also includes countries, regions, departments, divisions, functional areas (including global initiatives within the Cemex Group), companies or specific facilities (ready-mix plants, quarries, etc.) and their Presidents, Executive Vice-presidents, Vice-presidents, Directors or Business Unit Leaders. |
| • | “Business Unit Leader” means the head of any Business Unit. |
| • | “Cemex” means Cemex, S.A.B. de C.V. |
| • | “Cemex CFO” means Cemex’s Executive Vice-President of Finance and Administration and Chief Financial Officer or any other person with an equivalent title who may, in the future exercise similar functions in relation to the matters contained herein. |
2
| • | “Cemex Corporate Legal Compliance Department” means the Cemex’s Corporate Legal Compliance Department of Cemex’s Global Legal Department or any other department which may in the future exercise similar functions in relation to the matters covered herein. |
| • | “Cemex Group” means Cemex and its consolidated Affiliates. |
| • | “Cemex Internal Audit Department” means the Cemex’s Corporate Internal Audit or Process Assessment Department or any other department which may in the future exercise similar functions in relation to the matters covered herein. |
| • | “Cemex Local Legal Department” means any Cemex Local Legal Department that supervises a specific country, region or Business Unit or any other local department which may in the future exercise similar functions in relation to the matters covered herein. |
| • | “Cemex Regional Compliance Department” means any Cemex Regional Compliance Department that supervises a specific region or any other regional department which may in the future exercise similar functions in relation to the matters covered herein. |
| • | “Cemex Securities” means, as applicable, the shares, notes, debentures, bonds, warrants, certificates, promissory notes, bills of exchange, and other securities registered or not in any registry, capable of circulating in an exchange, which are issued in series or in mass and represent Cemex´s capital stock, a proportional part of a good or the participation in a collective credit or any individual credit right, in the terms of applicable national or foreign laws. |
Without limiting the foregoing, Cemex Securities include, but are not limited to:
| 1. | Any security issued by a Cemex Group company that is registered or not in any registry, stock market, or Stock Exchange; |
| 2. | Deposit certificates commonly known as “American Depositary Receipts” (“ADRs”) and/or Ordinary Participation Certificates (“CPOs”) that have Cemex Securities as underlying security, or other instruments similar to the securities registered in any registry, securities market, or Stock Exchange; and |
| 3. | Derivative financial instruments, provided that they have as their underlying asset securities registered in any registry, stock market, or Stock Exchange. |
| • | “Cemex Securities Transactions” means those transactions involving Cemex Securities carried out directly or indirectly by Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management and/or Employees, who, due to their functions in the Cemex Group, may have access to Material Non-Public Information of the Cemex Group. |
| • | “Cemex Senior Management” means the senior management of the Cemex Group as identified in Cemex’s annual reports filed with the SEC and the CNBV, and/or any other persons determined by the Cemex Corporate Legal Compliance Department. |
| • | “Confidential Information” means information that Cemex expressly classifies as such in its databases, submissions, documents, contracts, or agreements employed or submitted in the course of its business and/or that regulates the relationship with its customers or other parties or when it is classified as such in terms of the applicable legal provisions, in any event related to Securities registration processes in any registry, market or Stock Exchange, public offers, acquisitions or sale of Cemex’s own shares, as well as that which Cemex would have qualified as confidential. |
3
| • | “Employees” means the individuals who occupy a position in or are directly or indirectly employed by any company of the Cemex Group. |
| • | “General Framework” means (i) the terms and conditions set forth in this Policy, (ii) applicable local laws and regulations to which each Employee is subject to, (iii) charter documents (i.e., by-laws, articles of incorporation, etc.) of the Cemex Group; and (iv) any applicable Cemex Group internal policies. |
| • | “Insider”, refers to: |
| (a) | Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management and Cemex Group Employees that has access to Material Non-Public Information; |
| (b) | Consultants to the Cemex Group or other persons associated with the Cemex Group, including distributors, sales agents or other partners that may, in the course of their work with the Cemex Group, receive access to Material Non-Public Information (as defined below); and |
| (c) | Household and immediate family members of those listed in (a) and (b) above. |
A copy of this Policy is to be delivered or made available to all persons covered by items (a) and (b) above. Additionally, Insiders must alert persons covered by (c) above about the obligations of this Policy.
| • | “Material Non-Public Information” means information, including Confidential Information: (i) in relation to which there is a substantial likelihood that a reasonable investor would consider the information to be important in making an investment decision or that the disclosure of such information would be viewed by a reasonable investor as having significantly altered the overall information available to the public on the corresponding subject matter or that such disclosure is reasonably certain to have a substantial effect on the market price of a security, which has not been disseminated in a manner making it available to all investors generally or that when disseminated sufficient time did not pass-by for the securities markets to digest the information, and/or (ii) that applicable laws identifies as such. |
Please consider the following:
Information may be material even if it relates to future, speculative or contingent events and even if it is significant only when considered in combination with publicly available information.
Such information can be positive or negative, and includes but is not limited to:
| • | Earnings announcements or estimates, or changes to previously released announcements or estimates; |
| • | Other unpublished financial results; |
| • | Write-downs and additions to reserves for bad debts; |
| • | Expansion or curtailment of operations; |
| • | New products, inventions or discoveries; |
4
| • | Major litigation or government actions; |
| • | Mergers, acquisitions, tender offers, joint ventures or changes in assets; |
| • | Changes in analyst recommendations or debt ratings; |
| • | Events regarding a company’s securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits, changes in dividends, changes to the rights of security holders or public or private sales of additional securities); |
| • | Changes in control of a company or extraordinary management developments; |
| • | Extraordinary borrowing; |
| • | Liquidity problems; and |
| • | Changes in auditors or auditor notification that a company may no longer rely on an audit report. |
It is important to note that information is NOT necessarily public merely because it has been discussed in the press, which will sometimes report rumors. Information is non-public unless one can point to its official release by the Cemex Group in at least one of the following ways:
| • | Public filings with securities regulatory authorities; |
| • | Issuance of press releases; |
| • | Meetings with members of the press and the public that are simultaneously filed with securities authorities; or |
| • | Information contained in proxy statements and prospectuses. |
| • | “Material Public Information” means information that has been officially released by the Cemex Group through a public filing with securities regulatory authorities; issuance of a press release; meetings with members of the press and the public that are simultaneously filed with securities authorities; or information contained in proxy statements and prospectuses. |
Please consider the following:
The information is considered Material Public Information when in relation to such information:
| • | There is a substantial likelihood that a reasonable investor would consider the information to be important in making an investment decision or that the disclosure of such information would be viewed by a reasonable investor as having significantly altered the overall information available to the public on the corresponding subject matter or that such disclosure is reasonably certain to have a substantial effect on the market price of a security; and/or, |
| • | When the applicable laws identify the information as such. |
Such information can be positive or negative, and includes but is not limited:
| • | To earnings announcements or estimates, or changes to previously released announcements or estimates; |
| • | Other unpublished financial results; |
| • | Write-downs and additions to reserves for bad debts; |
| • | Expansion or curtailment of operations; |
| • | New products, inventions or discoveries; |
| • | Major litigation or government actions; |
| • | Mergers, acquisitions, tender offers, joint ventures or changes in assets; changes in analyst recommendations or debt ratings; |
5
| • | Events regarding a company’s securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits, changes in dividends, changes to the rights of security holders or public or private sales of additional securities); |
| • | Changes in control of a company or extraordinary management developments; |
| • | Extraordinary borrowing; |
| • | Liquidity problems; and |
| • | Changes in auditors or auditor notification that a company may no longer rely on an audit report. |
In most cases the judicial or administrative courts are the ultimate decision-makers about whether something is or is not material under this test, and they usually judge these cases with the benefit of hindsight.
| • | “Policy” means this Insider Trading and Transactions with Cemex Securities Policy as may from time to time be changed, amended, restated and/or supplemented. |
| • | “Quiet Period” or “Black-Out Period” means the period in which Trading of Cemex Securities carried out directly or indirectly by Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management and Employees is NOT permitted. |
Generally, this period begins on the earlier of any of these two situations:
| 1. | The date set forth on a notification sent by the Cemex Corporate Legal Compliance Department or by the Cemex Senior Vice President of Legal informing of the beginning of a Quiet Period or Black-Out Period, and ends on the date set forth on the corresponding notification sent by the Cemex Corporate Legal Compliance Department or by Cemex Senior Vice President of Legal informing the end of a Quiet Period or Black-Out Period; or |
| 2. | 1 (one) calendar day after the closing of each calendar quarter (March, June, September and December), and ends at the end the second business day that follows the day the quarterly financial information of Cemex or the relevant Material Non-Public Information becomes Material Public Information (i.e., if Cemex publishes its quarterly results on a Thursday before the market opens, the Quiet Period would cover Friday and end Monday at 11:59 PM (U.S. Eastern Time), so that any Cemex BODM, member of the Board of Directors of any Cemex Group company, Cemex Senior Management and/or Employees can start trading on 12:00 AM on Tuesday). |
| • | “Stock Compensation Plan” means any stock-based compensation plan implemented by Cemex to eligible participants. |
| • | “Stock Exchange” means Bolsa Mexicana de Valores, S.A.B. de C.V. and/or the New York Stock Exchange, and/or any stock exchange or market, in Mexico, the U.S. or outside of Mexico and the U.S., in which any Cemex Securities are listed at any given time, including but not limited to debt Cemex Securities listed in the Irish Stock Exchange plc on which senior secured notes and other securities of any company of the Cemex Group are listed on. |
| • | “Trading” includes the purchase and sale of Cemex Securities or securities of any third-party. This Policy includes trades made pursuant to any investment direction under employee benefit plans as well as trades in the open market. This Policy also applies to the exercise of options with an immediate sale of some or all the shares through a broker (“a cashless exercise”). |
| • | “UDI” means mexican investment units (unidad de inversión) which are inflation indexed currency units. |
6
3.2. TRANSACTIONS WITH CEMEX SECURITIES
ARTICLE 1. COMPLIANCE
Every Cemex BODM, members of the Board of Directors of any Cemex Group company, member of Cemex’s Senior Management and Employees, are fully responsible for ensuring that they do not violate any securities laws, regulations or any applicable Cemex Group policy concerning securities trading in general.
Every Cemex BODM, members of the Board of Directors of any Cemex Group company, member of Cemex’s Senior Management and Employees, are, individually, equally responsible for compliance with this Policy by their immediate family members and any other persons with whom they reside, to whom they provide material financial support to or have a close relation with.
ARTICLE 2. GENERAL TRADING RESTRICTIONS
Unless this Policy provides for an exception, any Cemex BODM, member of the Board of Directors of any Cemex Group company, Cemex Senior Management member, and Employee must NOT:
|
1. |
Carry out any Cemex Securities Transaction when in possession of Material Non-Public Information; |
||
|
|
2. |
Carry out any Cemex Securities Transaction during a Quiet Period or Black-Out Period; or |
||
|
|
3. |
After carrying out a Cemex Securities Transaction (acquisition or sale), execute an opposite Cemex Securities Transaction (sale or acquisition, as applicable) within a period of 3 (three) months from the corresponding Cemex Securities Transaction. |
||
Additionally, unless this Policy provides for an exception, any Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management member and Employee, when in possession of Material Non-Public Information, may only sell or buy Cemex Securities under any Stock Compensation Plan, or may only sell or buy from Cemex, directly or indirectly, Cemex Securities that any Cemex Group company offers to acquire or place, by means of a public offer.
ARTICLE 3. TRADING WHEN IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION IS PROHIBITED
|
Until any Material Non-Public Information becomes Material Public Information, any Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management member and Employee with knowledge of such Material Non-Public Information may NOT Trade in Cemex Securities. |
In addition, if any Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management member and Employee obtains Material Non-Public Information concerning another company, including news of a possible transaction between that company and any company of the Cemex Group, such Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management member and Employee, respectively, may NOT Trade in that other company’s securities.
7
Even after the Material Non-Public Information has been disclosed, the corresponding Cemex BODM, member of the Board of Directors of any Cemex Group company, Cemex Senior Management member and/or Employee that was in possession of such Material Non-Public Information, respectively, must wait until sufficient time (one calendar day) before Trading in Cemex Securities or such other company’s securities, in order to allow the market to digest the information.
ARTICLE 4. STOCK COMPENSATION PLANS
Under the Mexican Securities Market Law (Ley del Mercado de Valores), any person that has rights to acquire Cemex Securities under the terms and conditions of any Stock Compensation Plan, may instruct the sale of said Cemex Securities, granted and released from any restriction through the aforementioned Stock Compensation Plan, without violating the provisions of this Policy, as long as they meet the following conditions:
| 1. | That the instruction to transfer the corresponding Cemex Securities released from any restriction, is formalized or notified to the corresponding plan administrator within 10 (ten) business days following the date of release of any restriction of the Cemex Securities granted under the Stock Compensation Plan, with the understanding that said term will be suspended when Cemex declares a Quiet Period or a Black-Out Period, and once such Quiet Period or Black-Out Period has concluded, the computation of the working days of the aforementioned period will continue; and |
| 2. | That the corresponding Cemex BODM, member of the Board of Directors of any Cemex Group company, Cemex Senior Management member and Employee have not acquired Cemex Securities, directly or indirectly, during a period of 3 (three) months prior to the date in which the instruction to the plan’s administrator to dispose of the Cemex Securities referred to in the previous paragraph plan is formalized or notified. |
ARTICLE 5. INTERNAL DISCLOSURE OBLIGATIONS
Any Cemex BODM, any member of the Board of Directors of any Cemex Group company, any Cemex Senior Management member or any Employee must provide reports each time any such person carries out a Cemex Security Transaction when they have access to Confidential Information or Material Non-Public Information, including when either any such transaction is executed (a) in violation of, or (b) in reliance of any exemption provided by applicable laws or this Policy.
This report must be sent to the Cemex Senior Vice President of Legal, (or person holding the equivalent position), within 10 (ten) business days following the conclusion of the operation in question and be completed; the report must include the details of the Cemex Security Transaction (type of Cemex Securities involved in the transaction, date executed, monetary amounts involved and known parties involved in the Cemex Securities Transaction).
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ARTICLE 6. CERTAIN RESTRICTIONS AND REPORTING REQUIREMENTS
| Under the Mexican Securities Market Law |
Cemex BODM and any Cemex Senior Management member will have, in addition to any other obligation contained in this Policy and/or required by applicable laws and regulations, the following obligations:
1. Obligation to inform the CNBV about any Cemex Securities Transaction (only when such Cemex Security represents Cemex’s outstanding capital stock or when required by applicable laws and regulations) carried out during a calendar quarter within 5 (five) business days after the end of each quarter, provided that the total amount operated within said period is equal to or greater than 1,000,000 UDIs, considering the value of the UDI at the end of the relevant quarter;
2. Obligation to inform the CNBV of the sales or acquisitions of Cemex Securities (only when such Cemex Security represents Cemex’s outstanding capital stock or when required by applicable laws and regulations) made within a period of 5 (five) business days, for an amount equal to or greater than 1,000,000 UDIs, considering the value of the UDI on the day of the last Cemex Security Transaction, on the business day following the date on which such amount is reached; and
3. Obligation to inform the Cemex Corporate Legal Compliance Department no later than the 15th (fifteenth) day of May of each year, the number, series, and class of the Cemex Securities in which they are owners or beneficiaries, directly or indirectly, as well as the amount and percentage they represent with respect to Cemex´s capital stock (only when such Cemex Security represents a percentage of Cemex’s outstanding capital stock), through the form attached hereto as Exhibit A or any other form that may be required under applicable laws, regulations or rules. |
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| Under U.S. Securities laws and regulations | Sales of Cemex Securities representing Cemex’s outstanding capital stock made in the U.S. open market by a Cemex BODM or Cemex Senior Management member or any other Employee identified as an “Affiliate” by the Cemex Corporate Legal Compliance Department must be made in compliance with SEC Rule 144 (as may be amended) or any other applicable laws, regulations and/or rules, as may be required.
As of the date of this Policy, SEC Rule 144 requires that:
1. Such sales be made through ordinary broker transactions (and brokers may not receive more than a normal commission), |
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| 2. Cemex be current in its filing requirements,
3. The corresponding seller does not sell more than the “volume limitations” permitted by the rule in any three-month period, and
4. If the corresponding seller is selling more than 500 ADRs (5,000 CPOs) or an aggregate of more than U.S.$50,000 in any three-month period, such seller file a Form 144 notice in the form attached as Exhibit B hereto (or any other form which may be required or replaces Form 144 under applicable laws, regulations or rules) electronically on the SEC’s EDGAR database.
For purposes of this paragraph, as of the date of this Policy, the “volume limitations” discussed above prohibit the corresponding seller from selling more than the greater of the following in any three-month period: (x) 1% of the outstanding class of Cemex Securities being sold, and (y) the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144.
The Cemex BODM or Senior Management member or any other Employee identified as an “Affiliate” by the Cemex Corporate Legal Compliance Department must submit Form 144 (or any other form which replaces Form 144 in the future) through the corresponding means, as required by the applicable General Framework and contact the Cemex Corporate Legal Compliance Department for guidance. |
Cemex BODM, the members of the Board of Directors of any Cemex Group company, Cemex Senior Management and Employees must seek advice when transacting with Cemex Securities, including but not limited to notes, bonds, among others, listed in any exchange or market in order to comply with any reporting requirements.
ARTICLE 7. INTERNAL CONTROL MECHANISMS
A control mechanism has been implemented where certain information must be provided by any Cemex BODM, Cemex Senior Manager and Employees to the Cemex Corporate Legal Compliance Department in order to maintain a record of the people who have access to Confidential Information and Material Non-Public Information (the “Information Control”).
The Information Control has the objective of identifying and limiting access to Material Non-Public Information. Therefore, the Information Control requests and records:
| 1. Description of the Material Non-Public Information or the Confidential Information; |
5. Description of the documents accessed or consulted that contain the Material Non-Public Information or the Confidential Information; |
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| 2. Date on which the Material Non-Public Information or the Confidential Information became known to the person providing the information to the Cemex Corporate Legal Compliance Department; |
6. Job title of the person providing the information to the Cemex Corporate Legal Compliance Department; and |
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| 3. Country in which the person providing the information to the Cemex Corporate Legal Compliance Department resides; |
7. Names of other persons who had knowledge of the corresponding Material Non-Public Information or Confidential Information being reported. |
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4. Attachments (if applicable) of documents that contain the Material Non-Public Information or the Confidential Information; |
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A sample format is attached to this Policy as Exhibit C.
Except as provided for at the end of this paragraph, it is the responsibility of each Cemex BODM, member of the Board of Directors of any Cemex Group company, Cemex Senior Manager member and/or Employee gaining access to Material Non-Public Information or Confidential Information to provide the information described above in the Information Control to the Cemex Corporate Legal Compliance Department promptly upon gaining access to the corresponding Material Non-Public Information or Confidential Information. It is the responsibility of the Cemex Corporate Legal Compliance Department to make available the means to register such information in the Information Control document.
Regarding any information received by Cemex BODM in connection with any Cemex Board of Directors meetings and Cemex Board Committee meetings, including any information sent previously to these meetings as part of the materials distributed and to be discussed in these meetings, the Cemex Senior Vice President of Legal (or any person with the equivalent title) shall be responsible for arranging for registering the corresponding information in the Information Control document.
The Information Control will be available to the CNBV and will be retained, as applicable, for a period of 5 (five) years as of the date that such Material Non-Public Information becomes Material Public Information, 5 (five) years after the report was submitted to the Cemex Corporate Legal Compliance Department if such Material Non-Public Information never became Material Public Information, or the date in which the Confidential Information was generated or obtained by Cemex or the corresponding Cemex BODM, Cemex Senior Management member or Employee.
The Information Control will be under the responsibility of the Cemex Corporate Legal Compliance Department.
The procedures for the effective control of access to Material Non-Public Information and the Confidential Information must ensure the following:
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Allow access to Material Non-Public Information or Confidential Information only to those Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management, and Employees, who, due to the nature of their position or employment, find its knowledge essential; |
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A separation and control are kept with regards to the access of archives that contains Material Non-Public Information or Confidential Information pertaining to Cemex’s processes, substantive or business areas; and |
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Updating Cemex Code of Ethics and Business Conduct, this Policy, and other related policies, including the Cemex BODM manual (or equivalent document) when applicable. |
ARTICLE 8. DISCLOSURE OF INFORMATION: HANDLING OF MATERIAL NON-PUBLIC INFORMATION
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Any Insider has the obligation to handle any Material Non-Public Information in a secure and discrete manner. | |
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Any Insider who is in possession of Material Non-Public Information is PROHIBITED from sharing or communicating that information to anyone unless authorized in writing by their supervisor. | |
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Unless otherwise permitted as per this Policy, every Insider who is in possession of Material Non-Public Information must ABSTAIN from Trading with Cemex Securities. | |
Each person covered by the scope of this Policy should remember that the ultimate responsibility for adhering to this Policy and avoiding improper Trading rests with them. In this regard, it is important that each person covered by this Policy use their best judgment and seek guidance from the Cemex Corporate Legal Compliance Department whenever in doubt. No Cemex Group company is responsible for any person’s non-compliance with this Policy.
There may be situations in which disclosure of Material Non-Public Information is required. As examples, this may be the case when such disclosure is done pursuant to a requirement of law or an order from a competent authority, or in order to obtain advice from a specialized professional for the evaluation of a business opportunity, among other cases. In any such case, in addition to obtaining any authorizations described in this Policy to share any Material Non-Public Information, an Insider shall, before disclosing any Material Non-Public Information, make reasonable efforts to obtain reasonable assurance that the recipient of the Material Non-Public Information intends to act in such a manner that is not inconsistent with this Policy, its own securities transactions policies, and/or applicable laws and regulations. Such reasonable assurance may be in the form of, but is not limited to, the assumption of a non-disclosure and non-use obligation in the relevant agreement, engagement letter, etc.
Selective disclosure of Material Non-public Information must be AVOIDED. Cemex has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. Any Cemex BODM, member of the Board of Directors of any Cemex Group company, Cemex Senior Management member and Employee who inadvertently disclose any Material Non-public Information must immediately advise the Cemex Corporate Legal Compliance Department so that Cemex can assess its obligations under applicable securities laws.
ARTICLE 9. QUIET PERIODS
Because of the sensitivity to quarterly earnings results, Cemex instituted Quiet Periods during which Cemex BODM, any member of the Board of Directors of any Cemex Group company, Cemex Senior Management member and/or Employees may not trade Cemex Securities beginning on the first calendar day after the closing of each calendar quarter (March, June, September and December), and ending at the end the second business day that follows the day the quarterly financial information of Cemex or the relevant Material Non-Public Information becomes Material Public Information.
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For instance, if Cemex publishes its quarterly results on a Thursday before the market opens, the Quiet Period would cover Friday and end Monday at 11:59 PM (U.S. Eastern Time), so that any Cemex BODM, member of the Board of Directors of any Cemex Group company, any member of Cemex Senior Management and/or Employees can start trading on 12:00 AM on Tuesday.
If an additional Quiet Period is declared, this will be communicated directly to you through the Cemex Corporate Legal Compliance Department or by the Cemex Senior Vice President of Legal (or person holding the equivalent position).
3.3. AMENDMENTS AND WAIVERS
Cemex’s Board of Directors delegates the authority to amend and update this Policy to the Cemex Senior Vice President of Legal (or any person with the equivalent title), only when such amendment or update is required to clarify any interpretations of this Policy, implement changes to the content of any Annex, reflect changes in the process and methodology to comply with this Policy, and to incorporate any updates required by changes in applicable laws or regulations, provided that any such amendment or update is not contrary to the current terms of this Policy.
This Policy must be analyzed and reviewed at least every two years, or before in accordance with any applicable General Framework, to determine if any updates or amendments are necessary, with the ultimate decision being of the Cemex Corporate Legal Compliance Department.
All changes or amendments to this Policy must be informed to the Cemex Internal Control Department.
All waivers and exceptions to this Policy, the processes contained herein, and any rules and/or guidelines set forth in this document, must be expressly approved in writing by the Cemex Corporate Legal Compliance Department.
3.4. NON-COMPLIANCE PROCESS AND REPORTING
Strict compliance of this Policy is expected and required from all Employees and Cemex representatives. Any violation of this Policy may result in disciplinary action including but not limited to, employment suspension or termination, as well as any other sanctions set forth and applicable pursuant to applicable laws.
The Cemex Group encourages reporting, in good faith, of any violation regarding this Policy or any applicable laws. The official channels for reporting any actual or suspected breaches to this Policy are the following:
| • | ETHOSline, via online, phone, or e-mail; |
| • | Cemex Internal Audit Department; |
| • | The corresponding Cemex Regional Legal Department or Cemex Local Legal Department; or |
| • | Cemex Corporate Legal Compliance Department. |
3.5. NO RETALIATION
The Cemex Group strictly prohibits retaliation against any individual who reports in good faith any possible non-compliance with this Policy. Such retaliation would be grounds for discipline, including potential termination of employment. No Employee shall be terminated, demoted, suspended, harassed, or discriminated against solely because they reported in good faith an actual or suspected violation of this Policy or General Framework.
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3.6. TRAININGS AND AUDITS
If and when required by the Cemex Corporate Legal Compliance Department, or the corresponding Cemex Regional Legal Department or Cemex Local Legal Department, Employees could be required to attend necessary trainings. Employees that receive training on this Policy can be asked to provide written confirmation that they have received the corresponding training. The Employees that require any training shall be identified by the Cemex Corporate Legal Compliance Department, or the corresponding Cemex Regional Legal Department or Cemex Local Legal Department, at their discretion.
Additionally, the Cemex Corporate Legal Compliance Department, through the corresponding Cemex Regional Legal Department or Cemex Local Legal Department and the Cemex Internal Audit Department and any other internal areas of the Cemex Group deemed necessary by the Cemex Corporate Legal Compliance Department, or any external third-party required for any audit also determined by the Cemex Corporate Legal Compliance Department, has the authority to carry out audits, including audits of Cemex Group devices, systems and platforms, to evaluate Employees´ compliance with this Policy.
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EXHIBITS CONTAINED IN FOLLOWING PAGES
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EXHIBIT A
MEXICAN SECURITIES EXCHANGE COMMISSION FORM
REPORTE DE OPERACIONES CELEBRADAS CON VALORES OBJETO DE REVELACIÓN
| NOMBRE DE LA EMISORA/ NAME OF THE ISSUER |
| Cemex, S.A.B. DE C.V. |
| DATOS PERSONALES PERSONA FÍSICA/ NAME OF THE PERSON | ||||
| APELLIDO PATERNO/ PATERNAL SURNAME | APELLIDO MATERNO/ MATERNAL SURNAME
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NOMBRE(S)/ NAME(S) | ||
| VÍNCULO CON LA EMISORA/ RELATION TO THE ISSUER (artículo 111 de la Ley del Mercado de Valores) | ||||
| a) Persona que tenga 10% o más/ Holder of 10% of all outstanding shares or more | c) Miembro del Consejo de Administración/ Member of the Board of Directors | |||
| b) Grupo de personas que tenga el 10% o más/ Group of persons that hold 10% of all outstanding shares or more | d) Directivo relevante/ Relevant Officer | |||
| OPERACIONES CELEBRADAS/ TRANSACTIONS | ||||||||
| VALOR/ SECURITY (CPOs o ADRs)/ (CPOs or ADRs) | TIPO/ TYPE (Enajenación o adquisición)/ (Purchase or Sale) |
FECHA DE CONCERTACIÓN/ TRANSACTION DATE | VOLUMEN/ QUANTITY | PRECIO/ PRICE | ||||
| FECHA DE ENTREGA DE INFORMACIÓN A CNBV/ DATE OF FILING |
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Domicilio para recibir notificaciones de la persona de que se trate o del representante autorizado. / Address of the aforementioned person or its representative to receive notifications.
Teléfono/ Telephone number: |
El suscrito, bajo protesta de decir verdad, manifiesta que la información y datos contenidos en el presente documento son ver daderos. / The undersigned, under oath to tell the truth, hereby declares that the information and data contained herein is true.
NOMBRE COMPLETO Y FIRMA/ NAME AND SIGNATURE: ____________________________
THIS FORM IS INCLUDED AS AN EXHIBIT TO THIS POLICY FOR ILLUSTRATIVE PURPOSES ONLY AND MAY BE UPDATED FROM TIME TO TIME WITHOUT NOTICE. BEFORE SUBMITTING A REPORT USING THIS FORM, PLEASE CONTACT THE CEMEX CORPORATE LEGAL COMPLIANCE DEPARTMENT TO ENSURE THAT YOU HAVE THE MOST UP-TO-DATE VERSION.
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EXHIBIT B
UNITED STATES SECURITIES EXCHANGE COMMISSION FORM 144
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THIS FORM IS INCLUDED AS AN EXHIBIT TO THIS POLICY FOR ILLUSTRATIVE PURPOSES ONLY AND MAY BE UPDATED FROM TIME TO TIME WITHOUT NOTICE. BEFORE SUBMITTING A REPORT USING THIS FORM, PLEASE CONTACT THE CEMEX CORPORATE LEGAL COMPLIANCE DEPARTMENT TO ENSURE THAT YOU HAVE THE MOST UP-TO-DATE VERSION.
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EXHIBIT C
DISCLOSURE FORMAT
To complete the Disclosure Format, please access the following link:
https://forms.office.com/Pages/ResponsePage.aspx?id=AZDhbsTQEWvi_8A8W0H4RvzmsqEkk9LvcXGCgyqSU9UMUxFOVlYRlpYMll
OVUFLUE1EQjI0RFgyWC4u
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THIS FORM IS INCLUDED AS AN EXHIBIT TO THIS POLICY FOR ILLUSTRATIVE PURPOSES ONLY AND MAY BE UPDATED FROM TIME TO TIME WITHOUT NOTICE. ANY INFORMATION SUBMITTED AS PART OF THE INFORMATION CONTROL MUST BE SUBMITTED USING THE FORM AT THE LINK SPECIFIED IN ARTICLE 7 OF THIS POLICY.
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