エドガーで原本を確認する
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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 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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.
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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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Other ☐
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TABLE OF CONTENTS
| 11 | ||||
| Item 1. Identity of Directors, Senior Management and Advisors |
11 | |||
| 11 | ||||
| 11 | ||||
| 59 | ||||
| 156 | ||||
| 157 | ||||
| 231 | ||||
| 274 | ||||
| 277 | ||||
| 278 | ||||
| 280 | ||||
| Item 11. Quantitative and Qualitative Disclosures About Market Risk |
295 | |||
| Item 12. Description of Securities Other Than Equity Securities |
295 | |||
| 295 | ||||
| 295 | ||||
| 295 | ||||
| 295 | ||||
| Part II | 297 | |||
| 297 | ||||
| Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds |
297 | |||
| 297 | ||||
| 298 | ||||
| 298 | ||||
| 298 | ||||
| 300 | ||||
| Item 16D. Exemptions from the Listing Standards for Audit Committees |
301 | |||
| Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
301 | |||
| 301 | ||||
| 301 | ||||
| 307 | ||||
| Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
307 | |||
| 307 | ||||
| 307 | ||||
| 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 Cemex, S.A.B. de C.V.’s 2025 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 and (ii) our operations in the Dominican Republic and Panama, which we disposed of in January 2025 and October 2025, respectively. For the year ended December 31, 2023 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the income statements, net of income tax, in the single line item “Discontinued operations.” For the year ended December 31, 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the income statements, net of income tax, in the single line item “Discontinued operations.” For the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025, our operations in the Dominican Republic are reported in the income statements, net of income tax, in the single line item “Discontinued operations.” For the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025, our operations in Panama are reported in the income statements, 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,” “Item 5. Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” and note 5.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report for more information.
See notes 3.4, 18.1 and 18.2 to Cemex, S.A.B. de C.V.’s 2025 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, being the Credit Agreement, 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 “2023 Credit Agreement”), the Credit Agreement 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 “Euro Credit Agreement”) and the 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 “Peso Bilateral Term Loan”) (collectively, the “Credit Agreements”).
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See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Indebtedness” for more information.
Under IAS 32, Financial Instruments: Presentation (“IAS 32”), we concluded that our outstanding 5.125% Subordinated Notes and our 7.200% Subordinated Notes (together, the “Subordinated Notes”) do not meet the definition of financial liability, and consequently are classified in controlling interest stockholders’ equity within Other equity reserves. See note 22.2 to Cemex, S.A.B. de C.V.’s 2025 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 2025 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 hydraulic binder, a finely engineered powder that activates upon contact with water, hardening to bond the core components of concrete: sand and aggregates. Its production begins with the crushing of limestone or chalk, blended with carefully selected materials such as clay, shale and iron ore. This raw mix is then fed into a rotary kiln, where it is subjected to temperatures reaching 1,450°C, comparable to the intensity of volcanic lava and triggering the chemical transformations that give cement its binding properties. |
| • | 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 used depend 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, have been gradually introduced to our operations in the United States, Mexico, Europe, the Middle East, and other regions where Cemex operates. |
| • | Clinker is the essential raw material in the production of portland cement, composed of at least two-thirds calcium silicates by mass. It is formed through a high-temperature process known as clinkering, in which a precisely proportioned raw mix, typically limestone, clay, and iron oxide, is fired in a rotary kiln at approximately 1,450°C. The resulting nodular material is then ground and blended to produce cement, with each ton of cement containing approximately 70% clinker, though this value can vary significantly depending on the cement type, ranging from 95% down to 50%. |
| • | 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 fuel emissions from the burning of fossil fuels (such as coal, gas, diesel, tires, biomass, etc.) and emissions derived from the decarbonization of limestone (altogether known as 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. |
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| • | 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 limestone) when mixed with sand, stone or other aggregates and water, produce concrete. 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 refers to a portfolio of complementary products designed to address urbanization opportunities and evolving industry trends. These solutions are organized around four relevant businesses: construction chemicals, mortars, concrete products and asphalt. |
| • | 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 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 of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (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 applicable securities laws and regulations in all jurisdictions where such provisions exist, including but not limited to the United States 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. Unless otherwise indicated, these forward-looking statements reflect our current expectations and projections about the future, which are based on certain assumptions and on our knowledge of facts and circumstances as of the date such forward-looking statements are made. These forward-looking statements and information necessarily involve risks, uncertainties and assumptions, including, but not limited to, statements related to our plans, objectives, goals, targets and expectations (operative, financial or otherwise) and other important factors that could cause results and any estimate, projection and/or guidance presented in this annual report to differ materially from historical results, performance and/or achievements or those anticipated by forward-looking statements. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to be correct, and actual results, performance and/or achievements may vary, including materially, from historical results, performance and/or achievements or those anticipated by forward-looking statements due to various factors. Among others, such risks, uncertainties, assumptions, and other important factors that could cause results and any estimate, projection and/or guidance presented in this annual report to differ or fail to materialize, or that otherwise could have an impact on us include those discussed in this annual report and those detailed from time to time in our other filings with the SEC, the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) (the “CNBV”) and the Mexican Stock Exchange (Bolsa Mexicana de Valores) (the “MSE”), including, but not limited to:
| • | changes in general economic, political and social conditions, including government shutdowns, new governments or regimes and decisions implemented by such new governments or regimes, 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; |
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| • | availability of raw materials and related fluctuating prices of raw materials, as well as of general goods and services, in particular increases in prices of raw materials, goods 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 supplies; |
| • | competition in the markets in which we offer our products and services; |
| • | 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, import and export controls, construction, human rights, and labor welfare, and acquisition-related rules and regulations in the countries and regions in which we have operations; |
| • | 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, China and the EU, and changes in existing trade |
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| 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; |
| • | 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 and how any measures implemented by governments to detect and prevent money laundering, terrorism financing and corruption, and other illegal activities, affect our customers, suppliers and countries in which we do business; |
| • | defaults, losses or disruptions in agreements, financial transactions or operations resulting from sanctions or restrictions imposed on any financial institution, including, but not limited to, banks, common representatives, trustees, payment processors, paying agents or other financial intermediaries, or any related parties; |
| • | terrorist and organized criminal activities, social unrest, as well as geopolitical events, such as global, regional or national instability, hostilities, war, and armed conflicts, including the current war between Russia and Ukraine, the ongoing war among Israel, the United States and the Islamic Republic of Iran, 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 climate action program in effect at any given time, if any, including our current “Future in Action” climate action and nature program, and to achieve our sustainability goals and objectives in effect at any given time, if any, including under our current “Future in Action” climate action and nature program; 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.
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Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance and/or achievements may vary materially from historical results, performance, and/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. Forward-looking statements should not be considered guarantees of future performance, and past results or developments are not indicative of results or developments in subsequent periods. Actual results, performance and/or achievements of our operations and the development of market conditions in which we operate, or other circumstances that may materialize, may differ materially from those described in, or suggested by, the forward-looking statements contained herein, and events referenced therein. 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 the information disclosed in this annual report are made as of the dates specified in 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 correct the information contained in this annual report, or revise any forward-looking statements in this annual report, whether to reflect new information, the occurrence of anticipated or unanticipated future events or circumstances, 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 CNBV and the MSE.
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 policy’s 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 of any type with competitors regarding the determination of our prices for our products and services. Unless the context indicates otherwise, all references to pricing initiatives, price increases or price decreases, refer 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 aforementioned non-IFRS financial measures include “Operating EBITDA” (operating earnings before other expenses, net plus depreciation and amortization) and “Operating EBITDA Margin.” The closest financial measure to Operating EBITDA in our financial statements under IFRS is 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 for the same period. 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.
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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 are for informational purposes and 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. You should not construe any such information or other material as legal, tax, investment, financial, or other advice. We are not responsible for any third-party information referenced in this annual report.
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. 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. The disclosure of information on sustainability-related matters is not yet subject to the same recognized or accepted reporting or accounting principles and rules as traditional financial information. Consequently, there are no commonly accepted reporting practices for us to follow, and ESG metrics among organizations in our industry may not be comparable. 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.
Additionally, the information disclosed in this annual report contains references to “green,” “social,” “sustainable,” or equivalent-labelled activities, products, assets, or projects. There is currently no single globally recognized or accepted, consistent and comparable set of definitions or standards (legal, regulatory, or otherwise) of, nor widespread cross-market consensus (i) as to what constitutes, a “green,” “social,” “sustainable,” or having equivalent-labelled activity, product, or asset; (ii) as to what precise attributes are required for a particular activity, product, or asset to be defined as “green,” “social,” “sustainable” or such other equivalent label; or (iii) as to climate and sustainable funding and financing activities and their classification and reporting.
Therefore, there is little certainty, and no assurance or representation is given, that such activities, products, assets, or projects and/or reporting of such activities, products, assets or projects will meet any present or future expectations or requirements for describing or classifying such activities, products, assets or projects as “green,” “social,” “sustainable,” or attributing similar labels. We expect policies, regulatory requirements, standards, and definitions to be developed and continuously evolve over time.
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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 current “Future in Action” climate action and nature program, as well as 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 and regulations, 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; |
| • | excessive costs and expenses related to acquire and/or develop technology for mitigation; |
| • | the roll-out of low carbon infrastructure; |
| • | the availability and adoption of renewable energy 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
Pursuing Excellence
In 2025, we underwent a significant operational and strategic transformation, delivering strong results despite a complex global environment marked by geopolitical shifts, trade policy adjustments and persistent macroeconomic headwinds. Under the leadership of our new Chief Executive Officer and a renewed senior management team, we shifted our focus to operational excellence, increasing free cash flow and enhancing shareholder returns. To achieve these renewed priorities, we launched “Project Cutting Edge,” a comprehensive initiative focused on reducing costs, pursuing operational excellence and improving profitability. As part of our transformation, we reconfigured our organizational structure to simplify decision-making and grant greater operational authority to our regional teams. This decentralized approach, coupled with in-depth business performance reviews across all operating regions, is designed to instill an ownership mentality throughout the organization and focus on accountability in an effort to improve results. We also established new criteria for capital allocation, prioritizing investments with a goal of increasing free cash flow and improving contribution margins. Among other results, Project Cutting Edge generated approximately $200 million in recurring savings during the year, with targeted cumulative savings of $400 million by 2027. These results reflect the discipline and commitment of our employees worldwide.
For the year ended December 31, 2025, we had revenues of $16,132 million, remaining stable compared to 2024. Throughout 2025, we continued to strengthen our financial position and our leverage ratio, which, as calculated under the Credit Agreements, was 1.63x as of December 31, 2025. We also continued executing our portfolio rebalancing strategy, completing the divestment of our operations in the Dominican Republic and most of our operations in Panama. A portion of the proceeds from the divestment of our Panama operations was deployed toward the acquisition of a majority stake in Couch Aggregates, LLC (“Couch”) in the United States, reinforcing our growth strategy in a market we believe offers strong long-term potential and higher returns. We also continued delivering on our progressive shareholder return program with a cash dividend of $130 million declared in 2025, compared to the $120 million declared in 2024.
In 2025, we continued advancing our current “Future in Action” climate action and nature program, with a renewed focus on profitable decarbonization. Our operations in Europe achieved the net CO2 emissions target for 2030 established by the European Cement Association and we further optimized our fuel mix and reduced our clinker factor through innovations such as micronization and greater use of alternative cementitious materials and additives.
Beyond our financial and operational results, we maintained our strong commitment to health and safety. In 2025, our employee Lost Time Injury (“LTI”) Frequency Rate improved to 0.3, with approximately 97% of our plants and facilities recording zero incidents, positioning us as one of the global industry leaders. We remain committed to our goal of achieving zero incidents across all operations. We look forward to continuing the transformation of our Company, building on the strong foundation established this year, with a clear focus on operational excellence, disciplined capital allocation and the generation of greater returns for our shareholders.
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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, 2025
Amount of the Issuance of Original Long-Term Notes 1: Ps 1,000,000,000.00.
Amount of the Issuance of Additional Long-Term Notes 1: Ps 2,000,000,000.00.
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: Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva (“Multiva”) (formerly CIBanco S.A., Institución de Banca Múltiple).
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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 amounts under the Credit Agreements as in effect at the time and/or the Notes, other than the CEBURES.
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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, 2025
Amount of the Issuance of Original Long-Term Notes 2: Ps 5,000,000,000.00.
Amount of the Issuance of Additional Long-Term Notes 2: Ps 3,500,000,000.00.
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: Multiva (formerly CIBanco S.A., Institución de Banca Múltiple).
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Depositary: Indeval.
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 amounts under the Credit Agreements as in effect at the time and/or the Notes, other than the CEBURES.
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INFORMATION ABOUT THE LONG-TERM NOTES (CERTIFICADOS BURSÁTILES A TASA VARIABLE)
(“Long-Term Notes 3”) ISSUED BY CEMEX, S.A.B. DE C.V.
Amount of the Issuance of Long-Term Notes 3: Ps 5,500,000,000.
Name of the Issuer: Cemex, S.A.B. de C.V.
Ticker: “CEMEX 26”
Issue Number under the Program: Third Issuance.
Issue Date of Long-Term Notes 3: February 19, 2026.
Maturity Date: February 13, 2031.
Term of Long-Term Notes 3: 1,820 days.
Interest Rate and Interest Calculation Method: The annual gross interest rate will be calculated by adding 0.70 percentage points to the rate known as the Mexican Overnight Interbank Equilibrium Interest Rate (TIIE de Fondeo).
Interest Payment Frequency: Every 28 days starting March 19, 2026.
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 3).
Guarantee: The Long-Term Notes 3 will be guaranteed, initially, by the Refinancing Guarantors, 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 3) is satisfied.
Rating: Standard & Poor’s, S.A. de C.V. “mxAAA” (payment capacity of Cemex, S.A.B. de C.V. to satisfy its financial commitments within the obligation is extremely 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: Multiva.
Depositary: Indeval.
Tax Regime: The applicable withholding rate with respect to interest paid under the Long-Term Notes 3 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.
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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 Refinancing 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 3, (ii) a Cause of Early Termination (as defined in the Long-Term Notes 3) does not occur under the Long-Term Notes 3 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 3) 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 3, 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 3), or (ii) where the Issuer’s obligations under the Long-Term Notes 3 are simultaneously guaranteed.
The net proceeds from the issuance of the Long-Term Notes 3 were applied towards general corporate purposes, including towards the total or partial repayment, redemption or repurchase, as applicable, of the outstanding amounts under the 2023 Credit Agreement, the Euro Credit Agreement and/or the Notes, other than the CEBURES.
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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. |
| • | 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. |
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| • | 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 the targets of our current “Future in Action” climate action and nature 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, and during 2025, we recognized a non-cash goodwill impairment loss. If market or industry conditions deteriorate further 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. They are also subject to significant regulations, including as relates to the protection of human health, safety and the environment. These regulations continue to evolve and, in some locations, are becoming increasingly stringent. Compliance with existing or future regulations could have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations. |
| • | 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. |
| • | 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. |
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| • | 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 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 Long-Term Notes 1 and Long-Term Notes 2 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. |
| • | Cemex, S.A.B. de C.V.’s ability to repay debt and execute any shareholder returns is highly dependent on its 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 import 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. Compliance with existing or future regulations could have material adverse effect on our reputation, business, financial condition, liquidity, and results of operations. |
| • | 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 Cemex, S.A.B. de C.V.’s by-laws provide 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 of Cemex, S.A.B. de C.V. Notwithstanding the provisions of Cemex, S.A.B. de C.V.’s by-laws, non-Mexican investors and Mexican companies without a foreign investment-exclusion clause in their by-laws may hold the Series A shares underlying Cemex, S.A.B. de C.V.’s CPOs or ADSs 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
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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. 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.
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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. de C.V. will not record such persons as holders of such shares in its share registry, and the registry undertaken by Indeval, which is the Mexican securities depositary, 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 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 of capital stock, 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.
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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, (iv) the Middle East and Africa (“MEA”), and (v) South America, Central America and the Caribbean (“SCA&C”). 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 breakdown of our external revenues for the year ended December 31, 2025, see “Item 4. Information on the Company—Business Overview—External Revenues by Reportable Segment for the Year Ended December 31, 2025.”
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 high level of policy uncertainty, an increase of economic protectionism, potential policy errors, consumer and business pessimism, delayed effects of restrictive monetary policies across countries, fiscal pressures, implications of geopolitical events, among other potential triggers; (iv) the possibility of widespread financial market distress and elevated volatility in relation to (1) the escalation of global trade tensions, (2) conflicts in Ukraine and the Middle East, as well as those in other regions, (3) supply chain shocks leading to higher energy prices, or (4) 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 deteriorating fiscal conditions in the United States and Europe, which, should they occur, often have unfavorable economic and financial implications domestically, that may extend beyond their own borders; (vi) the expansion or intensification of geopolitical conflicts, including, but not limited to, the war between Russia and Ukraine, which may result in further 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 political changes and policy shifts in many of the countries where we operate; (ix) extended poor economic performance in China, 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; and (xiii) major global disruptions caused by misallocated artificial intelligence (“AI”) investments, lower-than-anticipated returns to scale, and/or adverse effects on labor and financial markets.
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While inflation has slowly decreased from its peak in 2022, including a slight decrease in 2025 compared to 2024, there have been renewed pressures in recent months in some countries where we operate and it is possible that both consumer and producer price growth rates see further increases in the future. Among the main factors that could result in renewed inflationary pressures are: (i) rising 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, 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, and perceived or actual weakened hegemony of the U.S. dollar, among other factors.
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 benchmark interest rates have generally trended lower in 2025 compared to 2024, “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 keeping financing costs high or elevating them further, 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 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 increased frequency and severity of military action and imposition of new tariffs by the U.S. government, could materially adversely impact financial markets, including U.S. Treasury and bond rates. For example, after the U.S. administration’s 2025 imposition of tariffs as described elsewhere in this annual report, the 10-year Treasury yield increased from less than 4% 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%.
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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. See “Item 4. Business Overview—Information on the Company—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.
Apart from the risks mentioned above, idiosyncratic risks to our business in Mexico are heightened as a result of the materiality of our Mexican operations. Some of the factors that could impact the evolution of the Mexican economy in the short term include, but are not limited to: (i) an economic downturn in the United States; (ii) an adverse turn of events during the renegotiation of the USMCA, which could result in less favorable terms for Mexico or, in an extreme scenario, the partial or full dissolution of the agreement, and such an outcome would introduce significant uncertainty to Mexico’s trade framework, potentially affecting the overall economy, local financial markets, supply chains, investment flows, the exchange rate, the preferential market access that supports the country’s export-oriented manufacturing sector, among other factors; (iii) 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; (iv) the deterioration of institutional checks and balances following the recent judicial reform in Mexico, together with the potential approval of a broader electoral reform, could weaken the rule-of-law framework governing economic activity, heightening legal uncertainty, affecting contract enforcement, regulatory stability, and investor confidence in the country’s institutional environment; (v) increasing security concerns stemming from intensified government campaigns against drug trafficking organizations could affect the perception of public safety in certain regions of Mexico, resulting in increased volatility or localized disruption, potentially influencing business operations, logistics, and investor perceptions of the country’s security environment; (vi) erosion of confidence in the independence and credibility of the central bank, which could weaken monetary policy transmission and increase financial market volatility; (vii) rising political polarization, which may heighten policy uncertainty and hinder consensus-building around key reforms, potentially affecting the stability and predictability of Mexico’s institutional and regulatory framework; (viii) sudden or large fluctuations in the value of the Mexican Peso vis-à-vis major currencies; (ix) additional strains in the operation and/or finances of Petróleos Mexicanos (“PEMEX”), which could result in its need of further capital requirements; (x) sharp deviations in the implementation of Mexico’s public budget as approved by the Mexican congress in November 2025; (xi) delays in the rollout of the recently launched National Investment Plan (Plan Mexico); and (xii) a downgrade of Mexico’s long-term sovereign debt ratings by international rating agencies.
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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.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
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, 2025, our operations were mostly in Mexico, the United States, and certain countries in Europe, the Middle East and SCA&C (as described in “Item 4. Information on the Company—Business Overview”). For a breakdown of our external revenues for the year ended December 31, 2025, see “Item 4. Information on the Company—External Revenues by Reportable Segment for the Year Ended December 31, 2025.”
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 2025 in several of the countries where we operate, including Mexico, Canada, Croatia, Poland, Czech Republic, Germany, the United Kingdom, Egypt, Trinidad & Tobago, Jamaica and Guyana. In 2026, elections have been held or are scheduled to be held in Bosnia and Herzegovina, Czech Republic, France, Germany, Israel, Peru, Mexico, the United Kingdom, and the United States. 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.
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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 2025 U.S. presidential inauguration and change in administration. 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 administration has especially targeted China with heightened trade measures. The tariffs spiked on April 10, 2025, with an effective rate of 145%, and subsequently fell to a combined rate of 30%. Pursuant to an October 30, 2025 agreement between the United States and China (the “October 2025 United States-China Agreement”), the United States agreed to suspend for one year starting on November 10, 2025 implementation of the responsive actions taken pursuant to the Section 301 of the Trade Act of 1974 (“Section 301”) investigation into China’s “Targeting the Maritime, Logistics, and Shipbuilding Sectors for Dominance” in exchange for a reciprocal Chinese commitment to postpone imposition of its own port charges.
In 2025, the U.S. administration imposed an array of tariffs under the International Emergency Economic Powers Act (“IEEPA”). These included tariffs on imports from Mexico, Canada, and China premised on allegations concerning fentanyl and illegal immigration (the “Fentanyl/Immigration Tariffs”). The rates of these tariffs fluctuated over time, but, as of December 31, 2025, stood at 35% on imports from Canada, 25% on imports from Mexico, and 10% on imports from China, with exemptions for goods that complied with rules of origin established under the USMCA. Likewise, the U.S. administration imposed a 10% “baseline” tariff (the “Baseline Tariffs”) on the vast majority of imported goods from most countries in the world, with typically higher country-specific reciprocal tariffs on 60 countries (the “Country-Specific Reciprocal Tariffs”).
These developments, and continued uncertainty over tariffs, could materially adversely impact our business, financial condition, liquidity, and results of operations. In addition, it is uncertain what other effects Congress and the administration’s policies 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 Relating to Regulatory Matters and Legal Proceedings—Imposition of Tariffs by the United States.”
In Mexico, 2025 marked the first full year of the new administration, which continued to govern with substantial legislative support from the ruling coalition. The current administration has pursued a broad reform agenda, including a substantial judicial reform, which was implemented in 2025 and introduced the election of judges, magistrates, and other judicial officials by popular vote, which may affect judicial independence, reduce the predictability and consistency of rulings, and result in delays or other disruptions during the transition to the new system. Mexico also faces ongoing political and regulatory uncertainty, including the potential impact of future trade and policy developments related to the USMCA review, expected in 2026, as well as fiscal constraints arising from elevated public spending, public debt pressures and budgetary limitations, which may reduce fiscal flexibility and weigh on broader economic growth. Investor confidence may also be adversely affected by concerns regarding security and organized crime activity. Additionally, the Emission Trading System is expected to be fully operational in 2026. 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”
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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 in Mexico 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.
Our operations in Egypt, Israel, and the United Arab Emirates (the “UAE”) have been, and may continue to be, disrupted by the ongoing conflicts in the Middle East, as well as by political instability, civil unrest, terrorism, extremism, deterioration in diplomatic relations, and shifting geopolitical conditions throughout the region. The security environment remains extremely volatile, and there can be no assurance that hostilities in Israel, Gaza, Lebanon, Iran, Iraq, Syria, Yemen, Libya, Sudan, and other countries in MEA will not continue, escalate, or spread, or that neighboring countries will not be drawn further into conflict, experience instability or be adversely affected. 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, conflicts in the Middle East, and ongoing disputes in Asia may affect our business, financial condition, liquidity, and results of operations. See also “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
In Latin America, discontent with politicians, corruption, poverty, inequality and public security have been cause for numerous protests and general social unrest. Protests have sparked throughout the region in countries such as Colombia, Peru and Mexico, among others, reflecting ongoing public frustration with economic conditions, government policies, corruption, and crime. 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.” 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 Cuba, Venezuela and certain countries in Central America, which has had a major impact on the regional economy and poses an important economic, social and security risk. All of these events could disrupt our operations, affect our capacity to serve our clients, and damage our assets and/or reputation.
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.
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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 volatility and disruption due to geopolitical tensions, including Russia’s war with Ukraine, conflicts in the Middle East, ongoing tensions in Asia, and growing threats of further escalations. Global markets may experience additional volatility and disruptions in the future.
In February 2022, Russia launched a full-scale military invasion of Ukraine, and after more than four years of conflict, hostilities continue to occur between Russia and 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. As of December 31, 2025, 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 2026 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, Israel, and the UAE are exposed to the geopolitical tensions and conflicts in the Middle East, especially the conflicts involving Israel, the Gaza Strip, Lebanon and the Islamic Republic of Iran, and such events may disrupt our supply chain and operations or otherwise adversely affect our employees, business, financial condition, liquidity, and results of operations. 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 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.
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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.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect 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.
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, multiple ceasefire-for-hostages deals have been agreed to between the parties, with the latest taking effect in October 2025. While mediating countries are working towards ensuring a 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, tensions and conflicts 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.
In 2025, 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.
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See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could 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.
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.
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.
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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 Spain, Germany, Israel, and Caribbean TCL will expire or could be opted out of in 2026 or shortly thereafter, and as a result, negotiations for their renewal have taken place and/or are expected to take place in 2026 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. Some of these disadvantages may, among other things, result in our inability to, or complicate our ability to, implement organizational efficiencies, execute any shareholder returns in the form of dividends, share buybacks or other form, 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.
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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 factors, such as market volatility, inflation, and geopolitical developments, including, but not limited to wars, which have in the past affected, and may continue to materially and adversely affect, our business, financial condition, liquidity, and results of operation. 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.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
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 current “Future in Action” climate action and nature 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 these 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—Energy Procurement” 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. 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.
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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—Other Relevant Topics—Digital Forward” 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 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.
During 2025, 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. 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.
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As of December 31, 2025, Cemex Go had more than 63,100 customers across the countries in which we do business, and through Cemex Go we receive approximately 60% of our main product orders which represent 65% 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 2025, 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 2025, 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. 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.
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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 reportable segments. For example, in 2024 and 2025 we sold our remaining stake in Neoris N.V. (“Neoris”) and our operations in the Philippines, Guatemala, the Dominican Republic and Panama. 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 and then increased our stake to a majority in a joint venture agreement with sand and gravel supplier, Couch, 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 2026. 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.
We have adopted a sustainability strategy we consider to be ambitious. Our sustainability strategy includes the targets of our current “Future in Action” climate action and nature 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.
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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 current “Future in Action” climate action and nature program, which could delay us from meeting, or lead us to abandon, our 2030 and 2050 targets or any intermediate target under our current “Future in Action” climate action and nature program.
A substantial amount of our total assets consists of intangible assets, including goodwill. We have recognized charges for goodwill impairment in the past, and during 2025, we recognized a non-cash goodwill impairment loss. If market or industry conditions deteriorate further in the future, additional impairment charges may be recognized.
Cemex, S.A.B. de C.V.’s 2025 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 is determined by taking the higher of the value in use, which is calculated as the net present value of estimated future cash flows over five years plus terminal value, or the fair value of the group of CGUs if it can be measured. 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.
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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 2024 and 2025. For the year ended December 31, 2025, we recognized non-cash goodwill impairment losses of $430 million, comprised of $307 million related to our operations in the United States and $123 million related to our operations in Colombia. In both cases, the impairment resulted from the carrying amount of the corresponding groups of CGUs exceeding their respective value in use determined based on discounted projected cash flows. The impairment losses recognized in 2025 were primarily driven by higher discount rates compared to 2024 used to estimate the value in use of the respective CGUs. In the United States, these losses were also partially attributable to lower projected cash flows. 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 CGU 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 8, 17.1 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 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.
The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition.
We currently have cash and cash equivalents deposited in several financial institutions significantly in excess of federally insured levels. If any of the financial institutions in which we have deposited funds ultimately fails, we may lose our deposits over $250,000 at such financial institutions in the United States, or over different amounts in other countries in which we have bank accounts, and/or we may be required to move our accounts to another financial institution, which could cause operational difficulties, such as delays in making payments to our partners and employees, which could have an adverse effect on our business and financial condition.
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Activities in our business can be hazardous and can cause injury to people, damage to property or disruptions in production in certain circumstances. They are also subject to significant regulations, including as relates to the protection of human health, safety and the environment. These regulations continue to evolve and, in some locations, are becoming increasingly stringent. Compliance with existing or future regulations could have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
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, injury or ground control event 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. In particular, aggregates mining involves risks such as pit wall failures, pillar or ceiling collapse, flooding, and seismic events related to geologic conditions and our mining activities. Any ground control event could lead to serious injuries, loss of life, equipment damage, production delays or cessation, and increased operating costs. As a result, of any of the aforementioned occurrences, we may be required to compensate 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.
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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 3D 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 the targets of our current “Future in Action” climate action and nature program and certain key performance indicators provided for in our sustainability-linked financing arrangements. 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 2025, CRH announced that they had entered into an agreement to acquire Eco Material Technologies in North America for a total consideration of $2.1 billion. Additionally, Martin Marietta and Quikrete executed an asset swap for the exchange of certain cement and concrete assets for aggregates assets. The same day, Martin Marietta announced the acquisition of Premier Magnesia LLC, a privately-owned producer of magnesia-based products with operations in the United States.
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Furthermore, Holcim completed the spin-off of its North American business and listed the company in the New York Stock Exchange (the “NYSE”) under the name Amrize Ltd. The extent of the impact these transactions will have in the region or other regions within the markets in which we operate 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.
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. 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.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
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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.
Natural disasters and adverse weather conditions throughout 2025, including but not limited to hurricanes and inclement weather in many of our key markets 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 first quarter of 2025, our operating EBITDA in the United States declined significantly year-over-year due to unusually cold weather in many of our key markets, including freeze conditions in January. Moreover, for the same period, our aggregates volumes decreased in part due to inclement weather. Similarly, in the fourth quarter of 2025, Operating EBITDA performance in the SCA&C segment reflects the impact of Hurricane Melissa in Jamaica. These quarterly results underscore the cumulative impact of weather-related disruptions. For the years ended December 31, 2025, 2024 and 2023, the Company’s other expenses, net in the income statement, include expenses and losses associated with severe weather conditions of $2 million, $9 million and $3 million, respectively, in Mexico and the United States in 2025, in Mexico and the United States in 2024 and in the United States in 2023. 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.
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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. 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, wars, 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.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
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.
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Although Cemex, S.A.B. de C.V.’s shareholders have appointed new members of the Board of Directors, at times 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. In 2025, the composition of the Board of Directors changed and we hired 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.
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. 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.
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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, 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. 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, 2025, there were $2,578 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.
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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 and financial condition.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations—Peso Bilateral Term Loan repayment.”
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, 2025, our total debt plus other financial obligations was $7,460 million (principal amount $7,486 million, excluding deferred issuance costs). Of such total debt plus other financial obligations, $2,135 million (principal amount $2,139 million) is scheduled to mature during 2026; $823 million (principal amount $830 million) is scheduled to mature during 2027; $781 million (principal amount $788 million) is scheduled to mature during 2028; $999 million (principal amount $1,002 million) is scheduled to mature during 2029; and $2,722 million (principal amount $2,727 million) is scheduled to mature after 2029. 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, including but not limited to making asset sales, 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, and could significantly limit the availability of funds to carry out any intended acquisition or could affect our ability to invest in our current “Future in Action” climate action and nature 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.
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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, 2025, we had $681 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. 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 execute any shareholder returns is highly dependent on its 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 and its ownership of a substantial part of the intangible assets and intellectual property used by it and its operating subsidiaries in connection with the conduct of their respective business operations worldwide, 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 execute any shareholder returns in the form of dividends, share buybacks or other form, 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.
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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 execute any shareholder returns in the form of dividends, share buybacks or other forms.
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, 2025, our debt plus other financial obligations denominated in Dollars and Euros represented 63% and 17% 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.
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In 2025, our operations in Mexico, Europe, MEA and SCA&C segment, which are our main non-Dollar denominated operations, together generated 66% of our total external revenues in Dollar terms (27%, 24%, 8% and 7%, respectively). In 2025, 31% of our external revenues in Dollar terms were generated from our operations in the United States.
During 2025, the Mexican Peso appreciated 14% against the Dollar, the Euro appreciated 12% against the Dollar and the Pound Sterling appreciated 7% 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.”
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 Mexico 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, 2025 of $588 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, 2025. 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 20 to Cemex, S.A.B. de C.V.’s 2025 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, 2025, 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 income statement, which could introduce volatility in our controlling interest net income and other related ratios.
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As of December 31, 2024 and 2025, the aggregate notional amount under our outstanding derivative financial instruments was $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), and $3,427 million ($1,817 million of net investment hedge, $705 million of interest rate swaps, $658 million of cross currency swaps and $247 million of fuel price derivatives) respectively, with a mark-to-market valuation representing net assets of $24 million as of December 31, 2024 and net liabilities of $90 million as of December 31, 2025. See note 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report for a detailed description of our derivative financial instruments. As of December 31, 2025, our 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.
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 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 United Kingdom, we, or most of our subsidiaries in the EU and in the United Kingdom, are also required to comply with certain EU and United Kingdom legislation and the laws and regulations of EU member states and of the United Kingdom.
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. Additionally, diversity, equity and inclusion initiatives are and may be further subject to evolving legal and regulatory frameworks in the jurisdictions where we operate. Governmental policies, new laws and regulations, legal interpretations, enforcement priorities or stakeholder expectations regarding diversity, equity and inclusion initiatives could expose us to litigation, regulatory scrutiny, financial penalties, enforcement actions or other consequences, and our diversity, equity and inclusion initiatives could conflict with, or be challenged under, applicable laws or regulations in one or more jurisdictions.
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In addition to the above, 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. Compliance with existing or future regulations could have material adverse effect on our reputation, business, financial condition, liquidity, and results of operations” 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. 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. 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.
In particular due to their high weight-to-price ratio, the markets for aggregates tend to be localized around quarries and are served by truck. New quarry sites often take several years to develop, so new site development must usually stay ahead of actual growth. Additionally, it is increasingly difficult to permit new sites or expand existing sites due to community resistance in urban and suburban areas, including many in which we operate.
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Therefore, the success of our aggregates business is impacted by our ability to accurately forecast future areas of high growth in order to locate optimal facility sites and on our ability to secure operating and environmental permits to operate at those sites. Any failure in this respect could have a material adverse effect on our aggregates business, and, in turn, 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, 2025, 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. See “Item 5. Operating and Financial Review and Prospects— Recent Developments— Recent Developments Relating to Our Regulatory Matters and Legal Proceedings” for more information.
We are subject to human rights, anti-corruption, anti-bribery, anti-money laundering, antitrust, anti-boycott, economic sanctions, anti-terrorism, trade embargoes, and import 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, Jamaica, Trinidad and Tobago, Guyana, Croatia, Czech Republic, Israel, Nicaragua, Peru, Spain, and the United States, are considered medium and high-risk countries with regards to corruption and money laundering related matters.
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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 import and 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. Furthermore, measures such as the ones implemented by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network in 2025 designating certain Mexican financial institutions as of particular money laundering concern may have adverse consequences including but not limited to defaults, losses or disruptions in agreements, financial transactions or operations with any affected financial or other institution, including but not limited to banks, common representatives, trustees, payment processors, paying agents or other financial intermediaries, or any related parties.
Although we have implemented policies and procedures, which include training certain groups of our employees, seeking compliance with anti-corruption, economic sanctions, 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, import and export control, anti-terrorism laws 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. See note 21.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report, “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Tax Matters” and “Item 5. Operating and Financial Review and Prospects— Recent Developments Relating to Our Regulatory Matters and Legal Proceedings—Tax Matters” for additional information.
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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. Compliance with existing or future regulations could have material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
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.
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.
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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, 2025, 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 emits 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 the second half of 2026 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 herein) 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. Cemex, S.A.B. de C.V. also owns a substantial part of the intangible assets and intellectual property used by it and its operating subsidiaries in connection with the conduct of their respective business operations worldwide. We also provide related services and reliable construction-related services to customers and communities and maintain business relationships in more than 65 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, 2025, we had 78.0 million tons of annual installed cement production capacity and our cement sales volumes in 2025 were 48.0 million tons. We estimate we are one of the largest ready-mix concrete and aggregates companies in the world with annual sales volumes of 42.9 million cubic meters and 132.5 million tons, respectively, in each case, based on our annual sales volumes in 2025. In 2025, we traded approximately 12 million tons of cementitious and non-cementitious materials in more than 65 countries, including approximately 8 million tons of cement and clinker and approximately 4 million tons of cementitious and other materials.
We operate in different parts of the world, with operations in Mexico, the United States, Europe, MEA and SCA&C. We had total assets of $28,945 million as of December 31, 2025, and an equity market capitalization of $18,165 million as of April 20, 2026.
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As of December 31, 2025, 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, Nicaragua (leased), Puerto Rico, Trinidad and Tobago, and Jamaica. As of December 31, 2025, 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. Installed capacity may vary due to product mix changes in our production facilities.
| As of December 31, 2025 | ||||||||||||
| Consolidated Assets (in millions of Dollars) |
Number of Cement and Grinding Plants |
Installed Cement Grinding Capacity (in millions of tons per annum) |
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| Mexico |
$ | 5,404 | 15 | 28.2 | ||||||||
| United States |
12,858 | 8 | 12.1 | |||||||||
| Europe(1) |
4,736 | 17 | 21.2 | |||||||||
| MEA |
1,487 | 2 | 6.7 | |||||||||
| SCA&C |
1,750 | 10 | 9.8 | |||||||||
| Operating segments |
26,235 | 52 | 78 | |||||||||
| Other activities |
2,668 | — | — | |||||||||
| Assets held for sale |
42 | — | — | |||||||||
| Total Consolidated |
$ | 28,945 | 52 | 78.0 | ||||||||
“—” Not applicable
| (1) | “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 1.7 million tons of cement and does not include other cement and grinding plants that, as of December 31, 2025, we expect to remain permanently inactive. |
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, 2025.
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. 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 2023 through 2025:
| • | 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, |
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| CASEC paid 1.30 Philippine Pesos per share, an equivalent of 2,098.20 million Philippine Pesos ($36 million as of December 31, 2023, based on an exchange rate of 58.822 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 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 ($29 million as of December 31, 2023, based on an exchange rate of 3,757.08 Colombian Pesos to $1.00). |
| • | During 2023, we completed the acquisition of various business and controlling interest acquisitions, primarily in the aggregates, mortars, maritime operations, adhesives, and construction demolition and excavation waste recycling sectors, for a total consideration of $101 million. We determined goodwill for these transactions for $6 million. |
| • | On September 3, 2024, we announced that we acquired a 51% controlling interest in a Berlin-based recycling company from the Heim Group in Germany for a price of $4 million. This company processes mineral construction, demolition, excavation materials and operates one plant to store biogenic CO2 in recycled mineral waste. |
| • | 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 year ended December 31, 2023 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the income statements, 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.” |
| • | 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. 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 |
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| debt of CHP. At the time of the transaction, CASEC owned 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 year ended December 31, 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the income statements, 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 January 30, 2025, we completed the sale of our operations in the Dominican Republic to Cementos Progreso Holdings, S.L. (“Progreso”), and its strategic partners for a total consideration of $928 million, after adjustments for final cash, debt, and working capital balances. The divested assets mainly consist of one cement plant in the Dominican Republic consisting of two integrated production lines and related cement, concrete and aggregates assets; marine terminals and a commercialization business to Haiti. For the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025, our operations in the Dominican Republic are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a gain on sale of $551 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of sale and goodwill cancellation of $13 million. |
| • | On October 6, 2025, we concluded the sale of substantially all our operations and the majority of our assets in Panama to Grupo Estrella for a total consideration of $200 million, subject to final adjustments. The divested assets mainly consist of one cement plant in Calzada Larga, Chilibre, which, as of December 31, 2024, had an installed cement capacity of around 1.2 million metric tons per year, and related cement, ready-mix concrete, aggregates assets, and rights to acquire additional reserves from operations in Panama. For the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025, our operations in Panama are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a loss on sale of $63 million and a goodwill cancellation of $24 million. |
| • | On October 6, 2025, we announced that we increased our holdings to a majority stake in Couch, by an additional 30%, for a price of $34 million, expanding our investment in Couch from 49% to 79%. Couch is a sand and gravel supplier across the southeastern United States that operates seven sand and gravel pits and five marine terminals. During the year ended December 31, 2025, we determined goodwill for this transaction for $25 million. |
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External Revenues by Reportable Segment for the Year Ended December 31, 2025
The following chart indicates the breakdown of our external revenues by reportable segment, for the year ended December 31, 2025:
The following chart indicates the breakdown of our external revenues by line of business, for the year ended December 31, 2025:
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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 and clay, requirements are based on chemical composition that, depending on the other materials available, matches the quality demanded by the production process. For all the raw materials, 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 clinker: the dry process and the wet process. The dry process is more fuel efficient. As of December 31, 2025, 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, gypsum and additions (like limestone, fly ash, slag, pozzolan or other supplementary cementitious materials depending on the cement type) 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, 2025, 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.
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.
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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 and other pozzolans and, in some cases, inert matter (limestone). 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. 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.
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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.
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.
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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.
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 are adjacent complementary businesses to our traditional cement, aggregate and ready-mix concrete core businesses, a portfolio of complementary products designed to address urbanization opportunities and evolving industry trends. These solutions are organized around four relevant businesses: construction chemicals, mortars, concrete products, and asphalt.
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Construction Chemicals
Construction Chemicals are specialized, engineered compounds designed to improve the strength, durability, and workability of materials such as concrete, as well as to protect structures from environmental damage ensuring longer life and structural integrity. Construction Chemicals include concrete admixtures, cement admixtures, waterproofing solutions, among others. The following are examples of construction chemicals 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. |
Mortars
Mortars are a wide range of cementitious solutions for the building envelope, including wall, repair and flooring solutions, as well as mortar and concrete mixes used for masonry purposes and specialized concrete repair needs. Mortars solutions address key megatrends driving growth in the construction industry such as housing and infrastructure renovation. The following are examples of mortars we offer to our customers:
| • | Multiplast, a cementitious high performance wall covering solution designed as a wall finishing solution for interior and exterior walls, water and mold resistant and easy to apply. |
| • | 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. |
Concrete Products
We manufacture finished concrete building elements at offsite locations, and their transportation and assembly on site. This approach provides a faster, safer and more sustainable construction model that cities around the world are increasingly demanding. Concrete products include: blocks, sleepers and slabs among other pre-made concrete solutions. The following are examples of concrete products we offer to our customers:
| • | Precast elements for mobility and urban infrastructure such as rail sleepers. |
| • | High-end concrete products for various building solutions such as concrete blocks, concrete flooring systems and concrete block paving. |
Asphalt
We offer a range of industry leading high performance asphalt solutions for a wide range of applications, including, but not limited to, highways, local authority needs, housing, utility and sports. Our offer includes sustainable solutions that enable professional contractors to deliver exceptional results. The following are examples of asphalt we offer to our customers:
| • | VIALOW Low Carbon Asphalt. Sustainable and circular asphalt solutions to support our collective climate strategies, working in collaboration to build a better and greener world. |
| • | VIAPAVE. A thin surface course asphalt to meet the demands of modern roads and highways. |
| • | VIADRIVE. An asphalt solution that offers a durable, great finish and a tough surface for driveways and parkings. |
| • | VIACOURT. The optimum asphalt material designed and engineered for the use in high performance sports surfaces. |
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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 resulting in improved loading capacity, truck efficiency and drivers’ safety. 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 various countries, strengthening our global network and ensuring a faster and more effective loading experience for customers.
Supply Chain Control Tower. As part of our commitment in seeking operational excellence, our Control Tower integrated multiple services, including drivers’ 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 Training. Online learning continues to be an effective channel to engage with existing and potential customers and suppliers. In 2025, Cemex hosted two free online courses on Sustainable Construction and Sustainable Development.
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.
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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, 2025, approximately 3.9% 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 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. |
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| (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. |
| • | 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. |
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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, 2025, our total cement raw materials and aggregates resources and reserves were located in 372 sites, comprising a property surface of approximately 88,333 hectares. Of these sites, 50% are located on land owned by Cemex, 24.1% are on land leased by Cemex, and 25.9% 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, 2025:
Mexico, United States, and SCA&C
Europe and MEA(1)
(1) Excludes 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.
(3) Exploration Stage: Properties with no reported reserves.
As of December 31, 2025, we had 273 cement raw materials and aggregates properties in the production stage, 70 properties in the development stage and 29 properties in the exploration stage.
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As of December 31, 2025, we had 118 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 50.3 million tons for 2025, 54.7 million tons for 2024 and 61.2 million tons for 2023. We estimate that our proven and probable cement raw material reserves, on a consolidated basis, have an average remaining life of approximately 91.2 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, 2025, total reserves are divided by the average annual cement raw materials production between the years ended December 31, 2021 and December 31, 2025. Reserves and production from the quarry located in Maceo are excluded from this calculation. As of December 31, 2025, 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.
For purposes of the tables set forth below, (1) “Rest of Europe and MEA” consists mainly of our operations in the Czech Republic, Croatia, Egypt and the UAE, (2) “Caribbean TCL” consists of TCL’s operations mainly in Trinidad and Tobago, Jamaica, Barbados and Guyana, and (3) “Rest of SCA&C” consists mainly of our operations in Peru, Puerto Rico, Nicaragua, Jamaica, and the Caribbean, excluding the operations of TCL.
| As of December 31, 2025 | ||||||||||||||||||||
| Resources (million tons)(4)(5)(6) | ||||||||||||||||||||
| Country(1) |
Mineral | Measured (M) | Indicated (I) | Total (M) + (I) | Inferred | |||||||||||||||
| Mexico(2) |
Limestone | 57 | 305.2 | 362 | 1,551 | |||||||||||||||
| Clay | 15 | 0 | 15 | 105 | ||||||||||||||||
| Others | 0 | 5 | 5 | 6 | ||||||||||||||||
| United States(3) |
Limestone | 29 | 177 | 206 | 354 | |||||||||||||||
| Clay | 0 | 0 | 0 | 0 | ||||||||||||||||
| Others | 0 | 0 | 0 | 0 | ||||||||||||||||
| Europe and MEA: |
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| 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 | 199 | |||||||||||||||
| Clay | 0 | 0 | 0 | 2 | ||||||||||||||||
| Others | 0 | 0 | 0 | 0 | ||||||||||||||||
| Rest of Europe and MEA |
Limestone | 255 | 0 | 255 | 44 | |||||||||||||||
| Clay | 55 | 0 | 55 | 0 | ||||||||||||||||
| Others | 0 | 0 | 0 | 0 | ||||||||||||||||
| SCA&C: |
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| Colombia(7) |
Limestone | 259 | 449 | 708 | 875 | |||||||||||||||
| Clay | 51 | 58 | 109 | 11 | ||||||||||||||||
| Others | 8 | 10 | 18 | 7 | ||||||||||||||||
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| As of December 31, 2025 | ||||||||||||||||||||
| Resources (million tons)(4)(5)(6) | ||||||||||||||||||||
| Country(1) |
Mineral | Measured (M) | Indicated (I) |
Total (M) + (I) |
Inferred | |||||||||||||||
| Caribbean TCL |
Limestone | 148 | 0 | 148 | 0 | |||||||||||||||
| Clay | 0 | 0 | 0 | 0 | ||||||||||||||||
| Others | 0 | 0 | 0 | 0 | ||||||||||||||||
| Rest of SCA&C |
Limestone | 10 | 5 | 15 | 0 | |||||||||||||||
| Clay | 0 | 0 | 0 | 0 | ||||||||||||||||
| Others | 0 | 0 | 0 | 0 | ||||||||||||||||
| Cemex Consolidated |
Limestone | 763 | 995 | 1,759 | 3,244 | |||||||||||||||
| Clay | 121 | 63 | 184 | 118 | ||||||||||||||||
| Others | 8 | 15 | 23 | 13 | ||||||||||||||||
| Totals | 892 | 1,074 | 1,966 | 3,375 | ||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||
| Reserves (million tons)(4)(5)(6) | ||||||||||||||||||||||||
| Country(1) |
Mineral | Number of Quarries(8) |
Proven | Probable | Total | 2025 Annualized Production |
||||||||||||||||||
| Mexico(2) |
Limestone | 15 | 1,285 | 1,627 | 2,912 | 16 | ||||||||||||||||||
| Clay | 12 | 142 | 148 | 290 | 2 | |||||||||||||||||||
| Others | 12 | 5 | 4 | 9 | 0 | |||||||||||||||||||
| United States(3) |
Limestone | 19 | 497 | 37 | 534 | 11 | ||||||||||||||||||
| Clay | 2 | 31 | 0 | 31 | 0.2 | |||||||||||||||||||
| Others | 3 | 1 | 0 | 1 | 0 | |||||||||||||||||||
| Europe and MEA: |
||||||||||||||||||||||||
| United Kingdom |
Limestone | 2 | 40 | 0 | 40 | 1.4 | ||||||||||||||||||
| Clay | 3 | 22 | 6 | 28 | 0.4 | |||||||||||||||||||
| Germany |
Limestone | 1 | 8 | 82 | 90 | 1.7 | ||||||||||||||||||
| Poland |
Limestone | 2 | 107 | 84 | 191 | 2.7 | ||||||||||||||||||
| Spain |
Limestone | 8 | 93 | 71 | 164 | 2.9 | ||||||||||||||||||
| Clay | 4 | 1 | 5 | 6 | 0 | |||||||||||||||||||
| Others | 2 | 0 | 15 | 15 | 0 | |||||||||||||||||||
| Rest of Europe and MEA |
Limestone | 5 | 100 | 167 | 267 | 5.9 | ||||||||||||||||||
| Clay | 2 | 1 | 13 | 14 | 0.7 | |||||||||||||||||||
| Others | 3 | 1 | 0 | 1 | 0 | |||||||||||||||||||
| SCA&C |
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| Colombia(7) |
Limestone | 11 | 53 | 149 | 202 | 2.9 | ||||||||||||||||||
| Clay | 2 | 7 | 5 | 12 | 0.1 | |||||||||||||||||||
| Others | 3 | 3 | 5 | 8 | 0 | |||||||||||||||||||
| Caribbean TCL |
Limestone | 3 | 7 | 102 | 109 | 2 | ||||||||||||||||||
| Clay | 1 | 1 | 4 | 5 | 0 | |||||||||||||||||||
| Others | 3 | 0 | 14 | 14 | 0 | |||||||||||||||||||
| Rest of SCA&C |
Limestone | 5 | 2 | 9 | 11 | 0 | ||||||||||||||||||
| Clay | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
| Others | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
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| As of December 31, 2025 | ||||||||||||||||||||||||
| Reserves (million tons)(4)(5)(6) | ||||||||||||||||||||||||
| Country(1) |
Mineral | Number of Quarries(8) |
Proven | Probable | Total | 2025 Annualized Production |
||||||||||||||||||
| Cemex Consolidated |
Limestone | 71 | 2,192 | 2,328 | 4,520 | 47 | ||||||||||||||||||
| Clay | 26 | 205 | 181 | 386 | 3.4 | |||||||||||||||||||
| Others | 26 | 10 | 38 | 49 | 0.4 | |||||||||||||||||||
| Totals | 123 | 2,407 | 2,548 | 4,955 | 50.3 | |||||||||||||||||||
| (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 2025 cement raw materials resources and reserves were estimated based on an average sales price during the year ended December 31, 2025 for cement of $141.2 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) | Production from the quarry located in Maceo is excluded from this calculation. |
| (8) | The number of quarries may include sites in exploration stages. |
As of December 31, 2025, we had 225 aggregate quarries in the production and development stage across our global operations, mostly dedicated to serving our ready-mix concrete and aggregates businesses. Annualized production of aggregates totaled 112.0 million tons for 2025, 110.4 million tons for 2024 and 112.5 million tons for 2023. We estimate that our proven and probable aggregates reserves, on a consolidated basis, have an average remaining life of 27 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, 2025, total reserves are divided by the average annual cement raw materials production between the years ended December 31, 2021 and December 31, 2025. As of December 31, 2025, we operated a majority of our aggregate quarries, some of which are jointly operated with third parties.
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 aggregate quarries operations. We note that the locations of our aggregates reserves differ from those of our cement reserves:
| As of December 31, 2025 | ||||||||||||||||||||
| Resources (million tons)(3)(4)(5) | ||||||||||||||||||||
| Country(1) |
Mineral | Measured (M) | Indicated (I) | Total (M) + (I) | Inferred | |||||||||||||||
| Mexico |
Hardrock | 99 | 166 | 265 | 46 | |||||||||||||||
| United States(2) |
Hardrock | 440 | 480 | 920 | 771 | |||||||||||||||
| Sand & Gravel | 125 | 330 | 455 | 45 | ||||||||||||||||
| Other | 0 | 0 | 0 | 0 | ||||||||||||||||
| Europe and MEA: |
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| United Kingdom |
Hardrock | 0 | 52 | 52 | 24 | |||||||||||||||
| Sand & Gravel | 49 | 149 | 198 | 134 | ||||||||||||||||
| France |
Hardrock | 2 | 12 | 14 | 0 | |||||||||||||||
| Sand & Gravel | 1 | 56 | 57 | 4 | ||||||||||||||||
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| As of December 31, 2025 | ||||||||||||||||||||
| Resources (million tons)(3)(4)(5) | ||||||||||||||||||||
| Country(1) |
Mineral | Measured (M) | Indicated (I) | Total (M) + (I) | Inferred | |||||||||||||||
| Germany |
Hardrock | 24 | 2 | 26 | 3 | |||||||||||||||
| Sand & Gravel | 5 | 7 | 12 | 0 | ||||||||||||||||
| Poland |
Hardrock | 10 | 2 | 12 | 3 | |||||||||||||||
| Sand & Gravel | 3 | 18 | 21 | 13 | ||||||||||||||||
| Spain |
Hardrock | 0 | 0 | 0 | 0 | |||||||||||||||
| Sand & Gravel | 0 | 0 | 0 | 0 | ||||||||||||||||
| Other | 0 | 0 | 0 | 0 | ||||||||||||||||
| Israel |
Hardrock | 180 | 0 | 180 | 0 | |||||||||||||||
| Rest of Europe and MEA |
Hardrock | 0 | 0 | 0 | 1 | |||||||||||||||
| Sand & Gravel | 10 | 4 | 14 | 0 | ||||||||||||||||
| SCA&C: |
||||||||||||||||||||
| Colombia |
Sand & Gravel | 74 | 111 | 185 | 420 | |||||||||||||||
| Other | 156 | 52 | 208 | 76 | ||||||||||||||||
| Caribbean TCL |
Hardrock | 6 | 0 | 6 | 0 | |||||||||||||||
| Sand & Gravel | 3 | 4 | 7 | 0 | ||||||||||||||||
| Other | 0 | 0 | 0 | 0 | ||||||||||||||||
| Rest of SCA&C |
Sand & Gravel | 0 | 0 | 0 | 0 | |||||||||||||||
| Cemex Consolidated |
Hardrock | 761 | 714 | 1,475 | 848 | |||||||||||||||
| Sand & Gravel | 270 | 678 | 949 | 616 | ||||||||||||||||
| Other | 156 | 52 | 208 | 76 | ||||||||||||||||
| Totals | 1,187 | 1,444 | 2,632 | 1,540 | ||||||||||||||||
|
|
As of December 31, 2025 | |||||||||||||||||||||||
|
|
Reserves (million tons)(3)(4)(5) | |||||||||||||||||||||||
| Country(1) |
Mineral | Number of Quarries(6) |
Proven | Probable | Total | 2025 Annualized Production |
||||||||||||||||||
| Mexico |
Hardrock | 15 | 199 | 196 | 395 | 11.2 | ||||||||||||||||||
| United States(2) |
Hardrock | 20 | 704 | 36 | 740 | 33.4 | ||||||||||||||||||
| Sand & Gravel | 42 | 370 | 48 | 418 | 13.7 | |||||||||||||||||||
| Other | 1 | 3 | 0 | 3 | 0.1 | |||||||||||||||||||
| Europe and MEA: |
||||||||||||||||||||||||
| United Kingdom |
Hardrock | 3 | 129 | 120 | 249 | 6.7 | ||||||||||||||||||
| Sand & Gravel | 44 | 126 | 30 | 156 | 8.5 | |||||||||||||||||||
| France |
Hardrock | 7 | 58 | 11 | 69 | 2.7 | ||||||||||||||||||
| Sand & Gravel | 33 | 127 | 15 | 142 | 6.9 | |||||||||||||||||||
| Germany |
Hardrock | 8 | 73 | 13 | 86 | 2.2 | ||||||||||||||||||
| Sand & Gravel | 13 | 37 | 53 | 90 | 1.9 | |||||||||||||||||||
| Poland |
Hardrock | 2 | 6 | 7 | 13 | 1.7 | ||||||||||||||||||
| Sand & Gravel | 4 | 2 | 1 | 3 | 1.6 | |||||||||||||||||||
| Spain |
Hardrock | 17 | 258 | 122 | 380 | 4.1 | ||||||||||||||||||
| Sand & Gravel | 3 | 29 | 0 | 29 | 1.6 | |||||||||||||||||||
| Other | 1 | 4 | 0 | 4 | 0.1 | |||||||||||||||||||
| Israel |
Hardrock | 7 | 99 | 111 | 210 | 12.8 | ||||||||||||||||||
| Sand & Gravel | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
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|
|
As of December 31, 2025 | |||||||||||||||||||||||
|
|
Reserves (million tons)(3)(4)(5) | |||||||||||||||||||||||
| Country(1) |
Mineral | Number of Quarries(6) |
Proven | Probable | Total | 2025 Annualized Production |
||||||||||||||||||
| Rest of Europe and MEA |
Hardrock | 6 | 16 | 0 | 16 | 0.6 | ||||||||||||||||||
| Sand & Gravel | 6 | 10 | 1 | 11 | 1.3 | |||||||||||||||||||
| SCA&C: |
||||||||||||||||||||||||
| Colombia |
Sand & Gravel | 8 | 1 | 31 | 32 | 0 | ||||||||||||||||||
| Other | 1 | 14 | 0 | 14 | 0 | |||||||||||||||||||
| Caribbean TCL |
Hardrock | 2 | 7 | 5 | 12 | 0.5 | ||||||||||||||||||
| Sand & Gravel | 2 | 0 | 3 | 3 | 0.4 | |||||||||||||||||||
| Other | 1 | 0 | 4 | 4 | 0 | |||||||||||||||||||
| Rest of SCA&C |
Sand & Gravel | 3 | 0 | 2 | 2 | 0 | ||||||||||||||||||
| Cemex Consolidated |
Hardrock | 87 | 1,549 | 621 | 2,170 | 75.9 | ||||||||||||||||||
| Sand & Gravel | 158 | 702 | 184 | 886 | 35.9 | |||||||||||||||||||
| Other | 4 | 21 | 4 | 25 | 0.2 | |||||||||||||||||||
| Totals | 249 | 2,272 | 809 | 3,081 | 112 | |||||||||||||||||||
| (1) | Country indicates location unless otherwise noted. |
| (2) | Our aggregate quarries for our operations in the United States include one quarry located in Canada. |
| (3) | Figures for Reserves and Resources are rounded. |
| (4) | Our 2025 aggregates resources and reserves were estimated based on an average sales price during the year ended December 31, 2025 for aggregates of $17.6 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) | The number of quarries may include sites in exploration stages. |
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.
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Our Vision
VISION. Our vision and value creation model is comprised of the following four elements: (i) purpose, (ii) strategic priorities, (iii) values, and (iv) stakeholders.
PURPOSE. Our purpose is to address the world’s construction challenges through sustainable and innovative solutions that build a better future. This purpose guides every decision we make and underpins our approach to long-term value creation for our stakeholders.
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. We are focused on delivering long-lasting shareholder value creation, by achieving best-in-class operational performance, driving higher profitability, and generating stronger free cash flow, under the following levers:
| • | Operational Excellence: Achieve best-in-class operational performance with increased profitability through pricing strategy, cost containment, and continuous improvement in production efficiency, as well as enhanced free cash flow generation to support strategic investments, continued deleveraging, and sustainable returns to shareholders. |
| • | Return on Capital: Evaluate all assets on a return on capital basis to ensure returns exceed our cost of capital for every asset under management, supported by continuous improvement of controllable performance drivers. |
| • | Disciplined Growth: Continue to execute disciplined capital allocation with growth strategy focused on pursuing attractive small to mid-size M&A opportunities focused on growth development of our aggregates business and adjacent complementary businesses primarily in the U.S. market and selectively in other relevant regions. |
| • | Shareholder Returns: Advance our shareholder return initiatives, including a progressive dividend program and opportunistic share buybacks. |
| • | Smart Decarbonization: Commit to profitable decarbonization, supported by an adequate regulatory environment. |
During 2025, we advanced our operational and strategic performance. For example, we delivered approximately $200 million in recurrent savings through Project Cutting Edge; we conducted detailed, granular evaluations of our assets to define targeted action plans for our operations with identified performance gaps; we significantly rebalanced our portfolio by divesting our operations in the Dominican Republic and most of our operations in Panama, while increasing our exposure to the US aggregates market; declared a $130 million dividend; and achieved a reduction in CO2 emissions of 34% compared to our 1990 baseline.
During the year ended December 31, 2025, as a result of our financial strategy and our operating results, we reduced consolidated net debt, as defined in the Credit Agreements, by $779 million and decreased our leverage ratio, as calculated under the Credit Agreements, by 0.18x to 1.63x. 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.
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Operational Excellence
Achieving best-in-class operational performance is a key lever of our strategy, driven by increased profitability through disciplined pricing, cost containment, and continuous improvement in production efficiency. Our operational excellence initiatives include cost containment efforts such as headcount adjustments and operating expense reductions, efficiency efforts such as capacity rationalization, increasing our use of alternative fuels, optimizing our production and logistics supply chain models and optimizing our procurement strategy. These efforts have been supported by company-wide programs designed to enhance competitiveness, create a more agile and flexible organizational structure, and strengthen our focus on our markets and customers.
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.
Through Project Cutting Edge, launched in 2025 we have delivered more than $200 million in recurring savings, with expectations to reach $400 million by 2027. These savings have been driven by reductions in overhead, procurement optimization, operational efficiencies, and productivity gains. We are deploying a robust system for operational excellence focused on margin expansion, free cash flow, and return on invested capital (“ROIC”) at the most granular level. Periodic business performance reviews across our geographies evaluate performance at the asset and market level, supported by key performance indicators related to productivity, quality, on time execution, customer service, compliance, asset utilization, and cost efficiency.
We continue to pursue reductions in production-related costs and overhead through disciplined cost management and the elimination of redundancies. We have implemented global standard platforms and digital solutions to improve operating processes, and we have deployed centralized management information systems across administrative, accounting, purchasing, customer management, and budgeting functions. These systems have contributed to meaningful cost efficiencies. In addition, we have transitioned key processes such as procurement and trading from a centralized to a regional model, simplifying and delayering our organization to accelerate decision-making and maximize efficiency.
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 several 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. 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.
To optimize capacity utilization and profitability, we are leveraging our global import and export capabilities to redirect products from markets experiencing softer demand to regions with stronger opportunities. Our global trading platform allows us to coordinate export flows efficiently and capture demand across geographies.
We have introduced a comprehensive pricing strategy designed to better reflect the value-creating capabilities of our products and services. This strategy focuses on value enhancement, stronger customer relationships, and generating returns that support reinvestment in the business. To ensure consistency and discipline, we are implementing internal procedures and guidelines that govern pricing across our product and service portfolio.
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We are also fostering a culture of accountability, collaboration, and continuous improvement. Operational excellence depends not only on systems and processes but also on empowering employees to identify inefficiencies, escalate risks promptly, and implement practical solutions. Technology and AI play an increasingly important role in these efforts. AI driven process optimization in cement plants, aggregates operations, logistics networks, and maintenance is improving yields, reducing energy consumption, and expanding margins while supporting safety and reliability. We are modernizing legacy systems, integrating information across functions, and enhancing the quality and timeliness of data used for operational decision making.
These combined efforts strengthen our ability to generate sustainable free cash flow, fund strategic investments, continue deleveraging, and deliver long-term value to our shareholders.
| • | SmartOps: Digital Transformation Evolving our Cement Operations Globally |
As part of Cemex’s strategic priority of achieving operational excellence, we are embarking on a major evolution in how we operate across our global cement plants network. This transformation program is called “SmartOps”, which is Cemex’s global program to modernize our operational ecosystem through standardized processes and digitally enabled cement plants. It brings together advanced digital technologies, real-time data, automation, and AI to build a more efficient, safe, and sustainable operational model.
Our Balcones cement plant in the United States was chosen as a strategic pilot site for SmartOps, launching in 2025. Since its selection, plant operators have worked with global and local U.S. teams to test technologies and refine practices to show measurable results before worldwide rollout. SmartOps is the foundation for our Plant of the Future.
SmartOps strategy pillars consist of:
| (1) | Global Standardized Processes: Establishing a standardized operational framework to ensure consistent performance across all plants. |
| (2) | Digitally Enabled, Connected Plants: Real-time visibility and AI-enabled insights by equipping our plants and operations teams with technologies for safer and optimized operations. |
| (3) | Technology Foundations for our People to Succeed: Empowering our teams with digital tools, training, and insights so they can focus on what matters the most: safety, quality, and innovation. |
SmartOps is built around a coordinated set of projects across multiple operational domains: Production, Quality, and Maintenance, with Health & Safety embedded as a cross-domain capability across the initiatives.
Production: Our production projects are bringing AI copilots directly into our plants, guiding cement production in real time to improve yield, reduce energy use, and stabilize operations.
Maintenance: Assets maintenance projects are embedding digital capabilities into every step of the maintenance model, giving plants streamlined processes, end-to-end visibility, AI-driven asset anomaly detection, and condition-based triggers so teams can prevent failures and respond proactively.
Quality: Projects in this domain are integrating advanced analytics to evolve our quality control process. For example, with continuous raw meal monitoring and rapid adjustment recommendations that maintain chemical consistency, we enable more precise and reliable quality performance.
Health & Safety: We are introducing computer vision into our Health & Safety efforts to detect hazards early, alert teams instantly, and strengthen safety while supporting maintenance and production process improvements.
In 2025, we enabled AI across all critical production assets at the Balcones cement plant—raw mills, kilns, and finish mills—operating them in “autopilot mode.” This delivered a 5% throughput increase and 3% energy savings, driving additional production volumes and improved operational efficiency.
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Return on Capital
We have created a return on capital framework through which all assets and investment decisions are evaluated. We operate under a disciplined approach in which every asset must deliver returns above the cost of capital. During 2025, we continued to assess performance primarily based on cash flow generation metrics, including Operating EBITDA and free cash flow. Starting in 2026, we are updating our performance metrics to earnings before interest and taxes (“EBIT”), free cash flow and ROIC. As part of our granular approach, we now measure these metrics at a plant, business, and market level, allowing management to identify performance dispersion within the portfolio and better assess value creation across the asset base.
We believe this focus on return on capital strengthens decision-making in a capital-intensive industry by aligning operational performance, capital allocation, and financial outcomes with shareholder value creation. Enhanced visibility into asset-level performance enables earlier intervention, clearer accountability, and more disciplined deployment of capital. We follow up on this analysis to develop action plans for underperforming assets and, where appropriate, to reposition or divest operations that do not meet our value creation criteria.
Capital discipline is further reinforced through our twice-per-year Business Performance Reviews and a three-year sprint planning framework. Each sprint tests assets against their ability to generate ROIC above weighted average cost of capital through the cycle, so that capital remains concentrated in the highest-value opportunities. This approach is designed to improve returns on existing assets and increase accountability, reinforce an owner’s mindset, and promote alignment across the organization.
Looking ahead, we aim for this return on capital framework to continue improving the quality and sustainability of our earnings, enhance free cash flow conversion, and guide both operational and strategic decisions. By embedding return on capital principles into our planning, performance management, and capital allocation processes, we aim to allocate resources more effectively, strengthen financial resilience through the cycle, and ensure that long-term shareholder value creation remains the primary benchmark for our operational and strategic decision-making.
Disciplined Growth
We continuously work to elevate our operational and strategic performance to deliver disciplined, profitable growth. Our strategy focuses on accretive bolt-on mergers and acquisitions as the primary vehicle for capital deployment, investing only in accretive transactions evaluated through our financial criteria scorecard.
(1) Portfolio Rebalancing
We look to operate in markets where we can add value to our employees, customers, and shareholders. As part of our strategy, we have undertaken and continue to undertake actions designed to streamline and reposition our portfolio with the goal of achieving higher profitable growth. We are working on rebalancing our portfolio by focusing on markets that offer growth potential and retaining assets that are most likely to grow, thereby offering increased profitability. We believe that a geographically concentrated portfolio, primarily in the United States, Europe, and Mexico—markets that combine strong fundamentals ranging from economic growth potential to strong construction investment, population growth, degree of urban development, and political stability—provides the greatest opportunity for significant value creation through profitable organic growth over the medium to long term.
In 2025, we executed $1.2 billion in divesture, the most active year for divestitures in the Company’s recent history, with a goal of rebalancing our portfolio to consist of markets with consistent growth potential. In January, we completed the sale of our Dominican Republic operations, including an export businesses to Haiti, to Progreso and strategic partners. In October 2025, we closed the sale of our cement, ready-mix concrete, aggregates, and reserve assets in Panama to Grupo Estrella.
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(2) Urbanization Solutions Adjacent Complementary Businesses
In addition to our traditional cement, aggregate, and ready-mix concrete core businesses, these markets exhibit a need for a broader value proposition that we are well-positioned to deliver through our Urbanization Solutions businesses and that meet a defined set of criteria: (i) highly complementary and synergistic with legacy cement, aggregates, and ready-mix operations through shared customers, logistics, and vertical integration; (ii) scalable platforms with meaningful growth potential; (iii) ability to expand the product offering to the existing customer base; and (iv) increased exposure to infrastructure and repair-and-renovation end markets. The four prioritized adjacent businesses are construction chemicals, concrete products, mortars, and asphalt.
(3) Growth Investments
As we rebalance our portfolio, our capital expenditure growth investments are expected to contribute incremental Operating EBITDA. Growth projects are segmented across (i) Margin Expansion, (ii) Growth Pipeline and (iii) Bolt-On M&A.
(i) Margin Expansion: Optimizing our existing asset base is a top priority. We are driving productivity improvements, expanding margins, and reducing costs to unlock additional value from current operations.
(ii) Growth Pipeline: Our investment pipeline is subject to rigorous review, with opportunities evaluated against clearly defined criteria for profitability, cash generation, and returns on invested capital.
(iii) Bolt-On M&A: We continue to pursue inorganic growth through bolt-on acquisitions primarily in the United States, and selectively in other markets, focused on aggregates and adjacent businesses with strong strategic fit and significant synergies. In parallel, we are actively rebalancing our portfolio to reinforce operational excellence across assets. Proceeds from divestments are expected to be directed to accretive M&A when available and deployed in line with our disciplined capital allocation framework.
In 2025, we executed two significant acquisitions consistent with this strategy: (i) first, in October 2025, simultaneously with the closing of the Panama divestiture, we increased our holdings in Couch Aggregates to a majority stake, consolidating the business into our financial statements. Couch is a leading barge-connected aggregate platform with seven sand and gravel pits and five marine terminals serving across the Alabama and Florida Gulf Coast, strengthening our position in the southeast U.S. region; and (ii) second, we reached an agreement to acquire Omega Products International, the leading stucco producer in the western United States. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Acquisition of Omega Products International.”
Shareholder Returns
We have established a formal and progressive shareholder return program as a structural commitment to our transformation. Our capital allocation framework targets returning free cash flow to shareholders through a combination of progressive dividends and share buybacks by 2030.
At our ordinary general shareholders’ meeting held on March 25, 2025, shareholders approved a cash dividend of $130 million. This was a significant step in the execution of our dividend policy and our progressive dividend program. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to our Shareholder Dividend Program.”
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Management has also indicated that share buybacks will be conducted in a programmatic manner and benchmarked against the risk-adjusted return of alternative investment uses of capital. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to our Stock Repurchase Program.”
Near-term, we expect to continue to direct a portion of free cash flow toward debt reduction to lower interest expense, accelerate free cash flow generation and further strengthen our credit profile. Maintaining an adequate credit profile is an objective that underpins our long-term financing strategy, access to capital markets, and ability to execute our growth and shareholder return objectives.
Smart Decarbonization
Our Smart Decarbonization efforts aim to drive profitable decarbonization across our value chain by embedding CO2 emissions reduction into operational excellence, low-carbon products, circularity, and scalable technologies that support sustainable and profitable growth.
In addition to being one of our strategic priorities, Smart Decarbonization is one of the core pillars of our current Future in Action climate action and nature program, which is one of the flagship initiatives of our sustainability-related efforts.
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 2025, 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 Executive Vice President of Sustainability and Operations Development. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Changes in our Senior Management.” The members of the committee as of the date of this annual report were elected at Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meeting (“AGM”) on March 26, 2026. 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 and nature 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.
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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 December 31, 2025, we reduced our direct CO2 emissions to 528 kg CO2 per ton of cementitious product, which represents a 34% 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.
In 2025, we reduced our clinker factor by 1.7% to 70.1%. Additionally, as of December 31, 2025, we reached an alternative fuel substitution rate of 32.1%.
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.
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(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 32.1% of our total fuel mix in 2025, and generated approximately $183 million in cost avoidance, including fossil fuels costs and CO2 emissions avoided in carbon regulated markets.
As a result of our efforts, in 2025, the reduction of our specific Scope 1 CO2 emissions per ton of cementitious products by nearly 34% compared to our 1990 baseline and our use of clean electricity led to reductions equivalent to the annual CO2 emissions generated by more than 2.7 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, 2025, we sharpened our scope and number of projects, participating in 22 industrial-scale projects supporting smart decarbonization priorities, deploying mature solutions that deliver direct and measurable emissions reduction and we have 26 projects in the pipeline aimed at de-risking and scaling emerging technologies, enabling Cemex to reach its net-zero emissions goal in a profitable and sustainable manner. Furthermore, we continue to explore alternatives to traditional clinker and cement chemistry that enable the production of less CO2 -intensive cements.
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 Global Cement and Concrete Association (“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 2025, mainly through Regenera, our global waste management business, we repurposed more than 25 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.
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As of December 31, 2025, 89% 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 2025, we invested more than $210 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.
(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 2025, our total reported incidents decreased by 22%, which is consistent with our continued efforts to monitor risks and encourage transparency. There were no category 1 environmental events (major) registered during 2025.
(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.
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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, 2025, we implemented a WAP in 50% 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 value creation 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.
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) 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. With innovation as a core company value, we have reframed our approach to concentrate on what we consider “high impact” levers, setting new corporate thresholds for innovation investments and seeking to apply discipline and rigor in our business cases. Our innovation agenda has a distinct focus: contributing to smart and profitable decarbonization that creates value for our stakeholders.
Innovation Framework
Our innovation framework is designed to deliver a clear, aligned, and impact-driven portfolio of projects deployed across our regional operations and corporate levels, and is instructed around three horizons: (i) Incremental Innovation: Focusing on driving operational efficiencies and margin improvement through the application and optimization of proven technologies; (ii) Transformational Innovation: Targeting improvements aligned with six priority pillars linked to decarbonization and digitalization; and (iii) Disruptive Innovation: Centering on the exploration of breakthrough technologies with the potential to redefine the construction industry.
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Cemex’s innovation activities occur on three fronts: “Open Innovation,” internal innovation through our Global R&D team and external innovation through our Global Operations, Technology & Energy teams. Open Innovation initiatives, led by Cemex Ventures, aim to monitor and identify the next generation of products and services, invest in high potential opportunities and 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. External innovation is led by our Global Operations, Technology & Energy team, which evaluates and pilots advanced solutions with the potential to reshape cement manufacturing, emphasizing technical viability, CO2 emissions reduction, and economic feasibility, including fostering innovation across cement production and CCUS technologies.
As of December 31, 2025, our innovation funnel included 22 industrial-scale projects supporting smart decarbonization priorities and deploying mature solutions that deliver direct and measurable emission-reduction impact, as well as 26 projects in the pipeline aimed at de-risking and scaling emerging technologies. We collaborate with more than 20 external partners, including industry leaders and startups, supporting our internal developments for industrial-scale net-zero CO2 solutions.
Our Global R&D team’s technological agenda is focused on addressing climate change to support Cemex’s current “Future in Action” climate action and nature 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 net direct 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. On the sustainable products and solutions front, sales of Vertua Lower Carbon products have reached 63% for cement and 56% for ready-mix concrete in 2025. 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.
Transformational Innovation is structured around six pillars that support smart, profitable decarbonization and advance our operational excellence agenda. Each pillar prioritizes technologies with the potential to deliver meaningful, sustainable impact and long-term business value: (i) High-Strength/High-Performance Concrete. Our goal is to deliver high-strength, high-performance concrete solutions that meet performance and decarbonization requirements across all our markets. We aim to develop and scale concrete products that combine superior structural performance with a lower carbon footprint, adapting to regional preferences while maintaining a unified global approach; (ii) Materials Activation. Our objective is to achieve advanced thermal, mechanical, and chemical activation of clays, pozzolans, limestone, fly ash, and other suitable raw materials to unlock reactivity. This initiative reflects Cemex’s strategic approach to materials activation as one of the main levers to advance its decarbonization roadmap. During 2025, progress was achieved through the expanded and continuous identification and evaluation of supplementary cementitious materials. Given the breadth of this strategy, its deployment is closely linked to regional raw material availability, the applicability of activation technologies, and market adaptation and acceptance. Calcined clays represent a key opportunity to reduce clinker factor and carbon emissions in cementitious systems while maintaining technical performance.
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Our efforts have been focused in Europe, with successful industrial trials in Spain and Croatia achieving cement clinker factors as low as 50% using calcined clay with performance comparable to current solutions; (iii) Micronization. Clinker micronization is a process of ultra-fine grinding of clinker and other supplementary cementitious materials (“SCMs”) to reduce clinker intensity while improving performance. Implementing this technology involves proactively evolving our cement production process to integrate new capabilities and drive continuous improvement. Following extensive laboratory and industrial trials, our Spain market adapted its industrial operations to produce cement with micronized clinker, a solution that is now commercially produced and used in large-scale projects. In Mexico, we are advancing multiple industrial trials at key plants, combining operational optimization of clinker micronization with the use of advanced admixture technologies, enabling a substantial reduction in clinker factor while maintaining the performance required for large-scale concrete applications; (iv) Alternative SCMs. We aim to expand our portfolio of supplementary cementitious materials through innovative production methods and alternative activation pathways. Currently, the portfolio includes both natural and engineered materials, as well as industrial by-products and reclaimed mineral streams, developed to meet performance, durability, and regulatory requirements. Pilot-scale trials have advanced with encouraging results, reinforcing alternative SCMs as a key enabler of long-term decarbonization and regional adaptability. Cemex invested in Terra CO2, a U.S.-based innovator whose technology converts abundant, locally available raw materials, such as silicate rocks, into lower-carbon SCMs and zero-carbon cements. In addition, through a collaboration with ThyssenKrupp, we have conducted testing from laboratory to pilot scale on mechanical activation of selected SCMs seeking to achieve enhanced material reactivity and supporting the development of more efficient and sustainable cement solutions; (v) CCUS. CCUS is a central focus of our research and plays a critical role in our pathway toward decarbonization. We expect that approximately 30% of our total CO2 emissions may one day be reduced through CCUS. We are currently involved in the development of large-scale CCUS projects in Europe and the United States, along with several pilots testing emerging CCUS technologies; and (vi) Smart Operations. We are striving to transform production, maintenance, and quality processes across our operations, using advanced technologies including AI. Our goal is to create a digitally enabled, efficient, and sustainable plant of the future that achieves our smart and profitable decarbonization goals. Through our investment in OPTIMITIVE, a Spanish company that provides high-tech solutions through advanced analytics and AI, we aim to optimize efficiency and sustainability in processes within energy-intensive industries. Cemex plans to scale OPTIMITIVE’s technology across its operations to enable agile deployments, aiming to significantly reduce energy consumption while simultaneously increasing production efficiency. In 2025, we piloted Smart Operations at our Balcones cement plant in Texas, demonstrating how digital tools are able to boost yields, asset utilization, and operational efficiency.
Technologies developed by our Global R&D team are protected by 45 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 2025, four important new patent applications were filed in relation to “Future in Action,” namely on new admixtures for self-leveling screed applications and ultra high performance concrete, an admixture enabling castable construction materials with low clinker content, and a robust ladder-structured grinding aid for cementitious materials.
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 concrete, 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.
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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 connected to the execution of our strategic priorities.
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, derisk, accelerate and deploy innovative construction-related opportunities and solutions.
As of December 2025, Cemex Ventures had invested in 27 startups headquartered in more than 13 countries and focused on developing the aforementioned target areas within the construction industry. During 2025, Cemex Ventures invested in 2 new startups and 1 follow-on investment in its portfolio companies. Additionally, Cemex Ventures held its 2025 Construction Startup Competition with other top industry partners, seeking entrepreneurs and startups to drive innovation in the construction industry. More than 560 applications across 54 countries marked the second highest participation in the competition’s history.
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 could 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. |
| (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 products 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 2019, Cemex Ventures launched Smart Innovation, a platform designed to foster innovation at all levels of the organization. The initiative aims to challenge the status quo, encourage the replication of successful initiatives and embed a strong culture of innovation and an innovation-driven mindset across Cemex.
In addition, Cemex launched an acceleration program, Leaplab in 2022. This program 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.
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The first three editions of Leaplab successfully facilitated collaboration between our global operations and 16 startups from ten different countries of origin. These solutions were tested through real-scale pilots leveraging Cemex installations and assets in 16 different countries.
VALUES. Our core values are: ensure health and safety, focus on customers, act with integrity, work as one Cemex, foster innovation, and embrace 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, we strive for everyone to return home safely every day; (ii) keep our customers at the center of everything we do, aligning ourselves with their businesses to help them succeed and providing a superior experience; (iii) do the right thing, inspiring and promoting integrity in the workplace 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 and curiosity, exploring new ways to disrupt the industry, trends, technologies and business models; and (vi) embrace diversity by integrating different backgrounds and perspectives, capturing the value that these experiences and ways of thinking bring to Cemex.
STAKEHOLDERS. 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 value creation 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.
Our stakeholders include our workforce, customers, investors, communities, suppliers and civil society.
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) investors 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 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, NGOs 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) 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, operating EBITDA growth and innovation, among others.
Cemex University develops critical business and leadership capabilities for our workforce through continuous learning opportunities. While our core audience is our employees, we also offer skilling and development opportunities for our third-party staff, customers, and suppliers. Through Cemex University’s functional academies and our portfolio of Leadership Development Programs, we offer traditional in-person training and best-in-class digital learning.
Today, Cemex University’s learning portfolio is comprised of 10 Academies and a suite of leadership development programs, reaching over 24,000 employees across our platforms in 2025, as outlined below:
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• Health & Safety Academy
• Commercial Academy
• Supply Chain Academy
• Culture & Values Academy
• Procurement Academy |
• Digital Academy
• Operations Academy
• Sustainability Academy
• Sustainable Construction Academy
• Leadership Development Programs |
During 2025, Cemex University also introduced new modules under the Procurement Academy, supporting procurement staff in adopting tools and best practices to enhance and optimize the Global Procurement Model. We also developed 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 leading academic institutions.
Developing the next generation of leaders is an intentional investment in long-term performance, ensuring the organization is well positioned to respond to evolving business opportunities. We offer four leadership development programs that meet our leaders at various stages of their career journeys. These programs are based on Cemex’s Leadership Model, which incorporates a set of attributes across four key capabilities: Energizing, Empowering, Mobilizing, and Growing. While each course nurtures growth and development, CONNECT and ASCEND support managers in their early career as they develop core leadership competencies. Secondly, IGNITE challenges existing leaders to discover new ways of thinking, acting, and reacting to their day-to-day roles while uncovering how to thrive in ever-changing environments. Finally, ENVISION engages top-level leaders in strategic, complex issues facing the organization while honing dynamic, enterprise-level leadership skills.
Listening to our employees plays integral role in shaping culture. Through our Workforce Experience (“We’X”) survey, administered worldwide every year as either a comprehensive or pulse survey, we learn what’s important to our employees
In 2025, 84% 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 Employee Net Promoter Score of 47 points, matching the global benchmark set by our survey provider and surpassing our 2030 goal of 43 points.
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Additionally, our Employee Engagement Index score reached 86% 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 Rights 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 97% of our global workforce receives health and life insurance benefits beyond those required by local law in their respective countries. Approximately 99% of our global workforce receives retirement provision benefits above local requirements and more than 95% of our operations receive additional funds for disability and invalidity coverage beyond what is required by local laws in their respective countries.
(2) Customers and Suppliers
We strive to build long-term, trust-based relationships with our suppliers by providing clear and consistent requirements, fostering innovation and sustainable practices, promoting fair and transparent relationships, and maintaining open communication.
As part of our supplier registration process, suppliers are required to acknowledge and comply with our core business conduct policies, including: (i) our Code of Conduct When Doing Business With Us, (ii) our Code of Ethics and Business Conduct, which incorporates our Human Rights Policy, (iii) our Global Anti-Corruption Policy, and (iv) our Global Anti-Money Laundering Policy.
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We prioritize engagement with local suppliers, including small- and medium-sized enterprises, as we believe they strengthen supply chain resilience and contribute to a just transition toward a lower-carbon economy.
In line with our 2030 target to conduct sustainability assessments for our critical suppliers, we have implemented a risk-based ESG assessment framework. Cemex monitors ESG risk exposure of high-spend suppliers through a risk-assessment model developed with Moody’s, incorporating MSCI Indicative ESG Scores. The model evaluates contextual risk factors—including emissions intensity, regulatory environment, sector-specific operational risks, and supplier characteristics such as country and size—complemented by ongoing monitoring of ESG-related controversies, and integrates these insights into risk segmentation and prioritization within procurement.
In addition, Moody’s analytics provide selected financial indicators and ratios (when available), enabling a complementary view of suppliers’ financial risk profile.
Through this approach, we assess critical and high spend suppliers and identify suppliers with higher inherent ESG risk exposure, enabling enhanced monitoring and prioritization within our procurement processes. In 2025, our efforts focused on scaling coverage and strengthening risk measurement capabilities across our supplier base. As of December 31, 2025, we expanded our coverage to more than 8,000 suppliers evaluated globally.
(3) 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 Engagement 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 investments 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. We also 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 49% of Patrimonio Hoy partners have downloaded the application. As of December 31, 2025, through Patrimonio Hoy we have benefited more than 3.3 million people and built more than 5.4 million square meters, with 63% of beneficiaries being women.
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(4) Civil Society
(4)(a) 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.
(4)(b) 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.
(4)(c) 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.
(4)(d) Industry and Business Associations
We actively participate in a range of global, regional, and national industry and business associations to strengthen partnerships, advance our advocacy efforts, and promote our products and solutions. Through this engagement—alongside peers across the sector—we contribute to dialogue and knowledge sharing on key issues, including the role of concrete as an essential material for construction with sustainable attributes and supportive public policies. As of December 31, 2025, we held nearly 100 industry leadership roles worldwide. The GCCA, of which we are a member, represents approximately 80% of the world’s cement production capacity outside of China. We continue to view this decade as a critical period for delivery, with collaboration between the public and private sectors playing a central role in advancing progress toward a carbon neutral society.
Health and Safety
Health and safety (“H&S”) remains our top value. 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) supporting 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.
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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.
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 2025, we achieved our goal of reducing the LTI frequency rate to 0.3. Our employee Total Recordable Injuries (“TRI”) frequency rate decreased to 1.9, and we expect to reduce this rate further in 2026. The number of contractor LTIs increased by 24% when compared to 2024, and contractor TRIs increased by 8% in 2025. We continue to work on health-related actions to achieve a reduction in our employee sickness absence rate, which remained the same in 2025.
In 2025, we had 4 fatalities when considering third-party, contractor and employee fatalities, one more than in 2024. The number of employee fatalities increased from one to two. Information on our performance in this area is presented in the table below, in line with GCCA’s Guidelines and guidance. We also continued to make progress in most countries, as 97% 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, 2025, in accordance with the GCCA’s guidelines and guidance:
| Mexico | United States |
Europe | MEA | SCA&C | Total Cemex | |||||||||||||||||||
| Total fatalities, employees, contractors and other third parties (#) |
1 | 1 | 0 | 1 | 1 | 4 | ||||||||||||||||||
| Fatalities employees (#) |
1 | 1 | 0 | 0 | 0 | 2 | ||||||||||||||||||
| Fatality rate employees(1) |
0.6 | 1.2 | 0.0 | 0.0 | 0.0 | 0.5 | ||||||||||||||||||
| Lost-time injuries (LTI), employees (#) |
8 | 15 | 7 | 0 | 3 | 33 | ||||||||||||||||||
| Lost-time injuries (LTI), contractors (#) |
11 | 4 | 12 | 2 | 7 | 36 | ||||||||||||||||||
| Lost-time injury (LTI) frequency rate, employees per million hours worked(2) |
0.2 | 0.8 | 0.3 | 0.0 | 0.3 | 0.3 | ||||||||||||||||||
| (1) | Incidents per 10,000 employees in a year. |
| (2) | Working hours are directly measured and/or obtained using recognized industry methods. |
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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 2025, we continued to evolve this process with a second version and ran successful exercises in several regions with a view to implementing a robust campaign in 2026.
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. The course, now also available online, covers improved safety communication, leadership engagement, and proactive safety culture practices. In 2025, the online training was available in six languages and an additional 545 leaders who were new or pending to be trained attended the course. Over the past decade, VFL has consistently delivered benefits like heightened safety awareness, improved incident reporting, and enhanced safety culture.
In 2025, 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, we assess contractors’ health and safety practices across our operations in alignment with applicable regulations and internal standards in each country where we operate. The program is implemented in coordination with local operations and supported by our health and safety specialists, ensuring that contractor verification processes are applied according to regulatory requirements. Through this approach, we ensure full compliance with applicable legal requirements across our operations.
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 2025, we focused on three 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.
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In 2025, we achieved an outstanding annual global NPS result of 75, significantly above the Retently 2025 NPS benchmark of 34 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 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.
(2) Cemex: A Digital First Company
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, from orders to payments 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, 2025, approximately 60% of our orders from recurrent customers were placed through Cemex Go’s online store in 15 countries.
Our Cemex Go Acceleration program is designed to increase digital adoption across our customer base. The program focuses on enhancing platform functionality, strengthening systems integration and developing additional digital tools within the Cemex Go online store, with the objective of improving the customer experience and increasing the level of automation of our internal processes and practices. The program was initially deployed as a pilot in the Houston region and was expanded during 2025 to customers across multiple geographies and business lines in the United States, including Texas, California, and Arizona, as well as Mexico and the United Kingdom. As of December 31, 2025, the Houston market reached 90% of digital orders and 86% of order automation, which are scheduled orders without human intervention.
(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 six countries reduce operating costs, optimize internal processes, and automate tasks such as creating orders, invoices, and reviewing invoices and delivery tickets.
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(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 2025, 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 and Virtual Storefront for Professionals and Selfbuilders
Construrama.com serves as the e-commerce platform for Construrama, the leading building materials distribution network in Mexico. In 2025, over 5,000 online customers purchased products from an extensive catalog containing more than 45,000 SKUs through the Construrama.com website or the mobile application.
Our Virtual Storefront 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, and multiple markets across the United States to select the right concrete products, place orders, and pay online using cash or card. 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.
(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.
An AI driven customer visibility application 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. Our AI platform delivers personalized, efficient, and data-driven solutions.
In 2025, we significantly advanced standard processes and platforms for our omnichannel customer experience, leveraging data to enable and promote rich, agile, personalized, and Digital First customer interactions. As part of our operational optimization strategy, we consolidated the San Antonio service center into Houston, improving scale, efficiency, and resource utilization. Building on this approach, we started plans to further streamline operations through the consolidation of Northern California service centers in 2026 and selected operations in the East region. These efforts reinforce our focus on standardization, increased agent productivity, and a more seamless and consistent customer experience across channels.
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(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 internal learning efforts, our sales force is prepared to become trusted advisors for our customers and offer on-site support to their construction projects. Through Cemex University, our sales force has access to five Masterclasses designed to increase their knowledge of sustainable construction, including design, green certifications, and credits through our Vertua portfolio of products. These Masterclasses, available in eight languages, enable us to help our customers achieve their sustainable construction projects and targets, while supporting our goal of achieving net zero CO2 by 2050. As of December 31, 2025, 1,250 sales advisors and managers have participated in this continuous learning program.
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 Generative AI Assistants. TAVO is a virtual assistant powered by generative AI designed to support our sales force with queries and insights to fulfill their commercial 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 2025, we augmented Olivia’s capabilities with generative AI which we are piloting in Mexico
OTHER RELEVANT TOPICS
Digital Forward
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.
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.
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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.
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 “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 “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 high 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 “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 controls, economic sanctions, anti-terrorism 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.
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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.A.B. de C.V.’s Board of Directors’ Audit Committee, composed exclusively of independent board members. In addition, specific reports are submitted directly to the Chair of the Audit Committee.
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 2025, 143 executives, who are members of our ETHOS governing bodies, received training on global ethical trends and investigation procedures. During the year ended December 31, 2025, a total of 1,172 cases were reported through our official channels, of which approximately 91% were received through ETHOSline, approximately 6% were received through local committees, and less than 3% were received through our Global Ethics and Compliance Committee. Out of those cases, 1,066 were closed by the end of 2025, of which 28% were substantiated. As a result of the investigations, 84 employees were dismissed, 15 employees received remedial training, 154 employees were subject to disciplinary action, five vendors were prohibited from working with Cemex, and eight vendors were subjected to remedial measures. Additionally, 14 internal processes and policies were reviewed and updated. We also resolved 25 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. Cemex also has a process to safeguard whistleblowers from retaliation. This process includes providing individual follow-up to whistleblowers after the submission and resolution of their cases through surveys. Additionally, for employee reporters, we assess changes in their employment status following their report.
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.”
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, 2025, 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.
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For the period ended December 31, 2025, none of our individual customers represented more than 10% of our consolidated revenues.
Cemex’s Corporate Structure as of December 31, 2025
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. Cemex, S.A.B. de C.V. also owns a substantial part of the intangible assets and intellectual property used by it and its operating subsidiaries in connection with the conduct of their respective business operations worldwide. The following chart summarizes Cemex’s corporate structure as of December 31, 2025. 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) | Includes Cemex UK’s direct or indirect, or consolidated, interest. |
| (5) | Represents Cemex España’s indirect economic interest in three companies incorporated in the UAE: 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. |
| (6) | Represents outstanding shares of CLH’s capital stock and excludes treasury stock. |
| (7) | Represents CLH’s direct and indirect, or consolidated, interest in ordinary and preferred shares and excludes shares held in Cemex Colombia’s treasury. On December 16, 2025, the spin-off of Cemex Colombia was formalized, pursuant to which the companies Cemex Caracolito S.A., Cemex Concreto S.A., and Cemex Santa Rosa S.A. were created. Cemex Colombia survived the spin-off. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of a Portion of our Operations in Colombia” for more information regarding the pending divestment of part of our operations in Colombia, including Cemex Caracolito S.A., Cemex Concreto S.A., and Cemex Santa Rosa S.A. |
| (8) | Includes Cemex Colombia’s 99% interest and Corporación Cementera Latinoamericana S.L.U.’s (“CCL”) 1% interest. |
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| (9) | Includes TCL’s direct and indirect 74.08% interest and COM’s direct 4.96% interest. |
| (10) | Includes RMC Holdings B.V.’s direct or indirect, or consolidated, interest. |
Commencing with the year ended December 31, 2025, our operations are organized and reported in five reportable operating segments: (1) Mexico, (2) United States, (3) Europe, (4) MEA, and (5) SCA&C. Europe includes the United Kingdom, France, Germany, Poland, Spain, the Czech Republic and Croatia. MEA includes Israel, Egypt and the UAE. SCA&C includes Colombia, Puerto Rico, Nicaragua, Jamaica and the Caribbean.
Although Europe and MEA are internally managed together as a single region, they are presented as two separate reportable operating segments to address differences regarding economic conditions, customer purchasing power, pricing strategies, profitability, currencies, demographics and geographic locations.
Our Operations in Mexico
Overview. For the year ended December 31, 2025, our operations in Mexico represented 27% of our consolidated external revenues in Dollar terms. As of December 31, 2025, our operations in Mexico represented 36% of our total installed cement capacity and 19% 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, 2025, 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, 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. As market conditions in the United States evolved, the CPN cement plant operated as a backup asset within Cemex’s regional supply network, providing flexibility to supply incremental volumes when required. As of the second half of 2025, operations at the CPN cement plant have been placed on standby.
In 2025, we also continued advancing our capacity expansion project at our Mérida plant in Yucatán, which is expected to enter operations in 2026.
In 2001, we launched the Construrama program, a registered brand name for construction materials stores. The program offers an exclusive group of Mexican distributors the opportunity to operate under the Construrama brand, with a standardized concept that includes store format, image, marketing, products, and services. As of December 31, 2025, more than 1,000 independent concessionaires, representing over 2,000 stores, were part of the Construrama network, with nationwide coverage.
Industry. For 2025, the National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía) indicated that total construction activity in Mexico decreased 1.1% as of December 2025 (seasonally adjusted figures).
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 2025 accounted for approximately 57% of Mexico’s demand (bagged presentation).
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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.
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. In 2024, 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. As of December 31, 2025, the major cement producers in Mexico were Cemex; Holcim; Sociedad Cooperativa Cruz Azul, a Mexican operator; Cementos Moctezuma, an associate of Cements Molins and Buzzi-Unicem; Fortaleza Materiales (formerly named Elementia) 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, 2025, the major ready-mix concrete producers in Mexico were Cemex, Holcim, Cementos Moctezuma and GCC. In addition, as of December 31, 2025, 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 2025, new capacity entered the market through the completion of Holcim’s expansion at its Macuspana plant in Tabasco. Additionally, Cementos Moctezuma announced a capacity expansion at its Tepetzingo plant in Morelos, expected to become operational in early 2026.
As of December 31, 2025, Cruz Azul has announced it will open a new plant in Campeche, expected to begin operations in 2027.
Urbanization Solutions. In Mexico, for the year ended December 31, 2025, in terms of revenues, admixtures and mortars were the main contributors. These businesses operate with full national coverage.
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Our Operating Network in Mexico
During 2025, we operated 15 cement plants, 108 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, 2025, our cement operations represented 57% of our external revenues from our operations in Mexico in Dollar terms and our domestic cement sales volume represented 96% 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 14% of our total cement sales by volume in Mexico in 2025 (excluding our in-house channels).
Ready-Mix Concrete. For the year ended December 31, 2025, 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, 2025, 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, 2025, our Urbanization Solutions and other businesses operations represented 10% 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 4% of our total cement sales volume in Mexico for 2025. In 2025, 66% of our cement exports from Mexico were to the United States and 34% were to our 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 five-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 different spot volume contracts from June 2025 until December 2025. In addition, a new long-term agreement was awarded in 2025 with an expiration date of December 31, 2030. Cemex was also awarded a two-year contract for the Minatitlan refinery in November 2022, renewed in 2025. 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 20.6% of the total fuel consumption for our cement plant operations in Mexico in 2025. 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 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 10 plants enabled to receive energy from the wholesale market.
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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, 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 (“EURUS”) for the generation of 250 MW in the Mexican state of Oaxaca. The installation of 167 wind turbines on 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. 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.
The two projects, EURUS and Ventikas, together supplied 19% of Cemex’s overall electricity needs in Mexico.
On October 24, 2018, 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 2019 for Tuli Energía and April 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, 2025, we had 15 wholly-owned cement plants (14 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, 2025, all of our producing plants in Mexico utilized the dry process.
As of December 31, 2025, we had a network of 108 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 252 ready-mix concrete plants (33 were temporarily inactive) throughout 68 cities in Mexico, approximately 2,350 ready-mix concrete delivery trucks and 16 aggregate quarries (four were temporarily inactive).
Capital Expenditures. We made capital expenditures of $264 million in 2023, $315 million in 2024 and $236 million in 2025.
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Our Operations in the United States
Overview. For the year ended December 31, 2025, our operations in the United States represented 31% of our consolidated external revenues in Dollar terms. As of December 31, 2025, our operations in the United States represented 16% of our total installed cement capacity and 45% of our total assets, in Dollar terms. As of December 31, 2025, Cemex, Inc. was the main holding company of our operating subsidiaries in the United States.
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 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 gross domestic product (“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 declined 6.9% in 2025, ending the year at 943,000, 38.5% higher than the 2010 to 2019 average. In contrast, the real value of nonresidential buildings starts increased 1.6% in 2025, which was driven by a 35.4% surge in office and data center construction that offset a 5.1% decrease in other nonresidential starts. Additionally, private fixed investment in nonresidential structures subtracted less than 1% from GDP growth in 2025 after adding to growth the prior three years. The real value of nonbuilding (i.e., infrastructure) starts increased for the fourth consecutive year in 2025, climbing 14.4%, or approximately five times the 2024 segment growth (2.9%).
Cement demand had been increasing annually since 2014, prior to declining 0.7%, 5.2% and 1.8% in 2023, 2024 and 2025, respectively. 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, 2025, the cement industry in the United States was highly competitive, including national and regional cement producers in the United States. As of December 31, 2025, our principal competitors in the United States were Holcim, CRH plc, Buzzi-Unicem SpA, Quikrete Holdings Inc., and Heidelberg Materials AG (“Heidelberg”).
As of December 31, 2025, 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, 2025, 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, 2025, 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 2.6 billion tons of aggregates were produced in 2025, a decrease of about 0.8% over 2024. As of December 31, 2025, crushed stone accounted for 62% of aggregates consumed, sand and gravel for 38%.
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These products are produced in all 50 states and had a value of $39 billion as of December 31, 2025. 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 54% for sand and gravel as of year-end 2025. According to the USGS, during 2025, an estimated 3,400 companies operated 6,500 sand and gravel sites and 1,400 companies operated 3,500 crushed stone quarries.
Urbanization Solutions. In the United States, for the year ended December 31, 2025, 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, 2025.
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Products and Distribution Channels
Cement. For the year ended December 31, 2025, our cement operations represented 24% of our external revenues from our operations in the United States, in Dollar terms. In the United States, we deliver cement by truck and rail, and cement is occasionally picked up directly by customers at our plants. 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, 2025, our ready-mix concrete operations represented 55% 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, 2025, our aggregates operations represented 15% 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, 2025, our Urbanization Solutions and other businesses operations represented 6% 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 2025. As of December 31, 2025, 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 2025 represented 11% 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.
Description of Properties, Plants and Equipment. As of December 31, 2025, we operated a geographically diverse base of eight cement manufacturing plants in the United States located in Alabama, California, Colorado, Florida, Georgia, Tennessee, and Texas, and had a total installed cement capacity of 12.1 million tons per year. As of December 31, 2025, we operated a distribution network of 34 cement terminals and 11 deep-water import terminals. All of our eight cement production facilities in 2025 were wholly owned by Cemex entities. As of December 31, 2025, Cemex entities had 279 ready-mix concrete plants (35 were temporarily inactive) located in Alabama, Arizona, California, Florida, Georgia, Idaho, Nevada, Tennessee, Texas, and Virginia and operated a total of 52 aggregate quarries (six were temporarily inactive) in Alabama, Arizona, California, Florida, Georgia, South Carolina, and Texas, one of these quarries was located in Canada. As of December 31, 2025, 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 network, and shutdowns of ready-mix concrete and block plants. As of December 31, 2025, we were utilizing approximately 87% of our ready-mix concrete plants, 95% of our block manufacturing plants and 88% of our operating aggregate quarries in the United States.
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Capital Expenditures. We made capital expenditures of $521 million in 2023, $486 million in 2024 and $531 million in 2025 in our operations in the United States.
Europe
Overview. Europe includes the United Kingdom, France, Germany, Poland, Spain, the Czech Republic and Croatia. For the year ended December 31, 2025, our business in Europe represented 24% of our consolidated external revenues in Dollar terms. As of December 31, 2025, our operations in Europe represented 27% of our total installed cement capacity and 16% of our total assets, in Dollar terms.
As of December 31, 2025, 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.
As of December 31, 2025, we were a leading ready-mix concrete producer and a leading aggregates producer in France, where 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.
As of December 31, 2025, we were a leading provider of building materials in Germany, with vertically integrated cement, ready-mix concrete and aggregates businesses.
As of December 31, 2025, we were a leading provider of building materials in Poland, serving the cement, ready-mix concrete and aggregates markets. As of December 31, 2025, we operated two cement plants (both active) and one grinding mill with an installed cement capacity of 3.5 million tons per year. As of December 31, 2025, we also operated 39 ready-mix concrete plants (three were temporarily inactive), six aggregate quarries (all of them active), two distribution centers and two marine terminals in Poland.
As of December 31, 2025, we were a leading provider of building materials in Spain, serving the cement, ready-mix concrete and aggregates markets. As of December 31, 2025, our operations in Spain included six cement plants (two were temporarily inactive) with an annual installed cement capacity of 7.7 million tons. As of December 31, 2025, we also had 27 distribution centers, including 17 land and 10 marine terminals, 45 ready-mix concrete plants (12 were temporarily inactive), 21 aggregate quarries (eight were temporarily inactive), eight mortar plants (three of them inactive), and one admixture plant.
As of December 31, 2025, 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, 2025, we operated one cement plant 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. As of December 31, 2025, we also operated 66 ready-mix concrete plants (all active), which include three mobile equipment producing concrete, and 11 aggregate quarries in the Czech Republic.
According to our estimates, we were the largest cement producer in Croatia based on installed capacity as of December 31, 2025. As of December 31, 2025, we had two cement plants (both active) with an annual cement installed capacity of 2.2 million tons. As of December 31, 2025, we also operated eleven land distribution centers and two marine cement terminals in Croatia and Montenegro, seven ready-mix concrete facilities in Croatia (all active), and one recycling yard in Croatia.
Industry. According to the Construction Products Association (“CPA”), total construction output increased by 1.8% in the United Kingdom in 2025, which follows an increase of 0.2% in 2024. The CPA also reported that new construction orders increased by 1.8% year-over-year in 2025. This was driven by a 0.2% increase in new housing orders and a
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19.5% increase in industrial projects. Meanwhile, infrastructure increased by 1.9% and commercial declined by 8.6% in 2025. As of December 31, 2025, the official data corresponding to 2025 has not been released by the Mineral Products Association (“MPA”), but as of the date of this annual report we estimate that domestic cement demand decreased at mid single-digit rates in 2025 compared to 2024. Ready-mix concrete consumption in the full year 2025 decreased by 9.9% according to the MPA.
In France, according to the National Institute of Statistics and Economic Studies, housing starts in the residential sector increased by 5.2% in 2025 compared to 2024. Non-residential starts (m2) increased by 5.4% in 2025 compared to 2024 and demand from the public works sector increased by 0.9% over the same period. According to the National Union of Quarrying and Building Materials Industries (French Association), ready-mix concrete consumption decreased by 3.8% in 2025.
In Germany, preliminary estimates suggest that domestic sales volume increased by 5.7% in 2025 compared to 2024. This was accompanied by a 1.2% decrease in producer prices for cement during this same period according to DESTATIS, the German Federal Statistical Office.
Preliminary estimates suggest that total cement consumption in Poland decreased approximately 2% in 2025 from 2024.
According to the Spanish Ministry of Industry, total cement consumption in Spain increased by 16% in 2025 compared to 2024. As of December 31, 2025, cement exports from Spain amounted to 3.2 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 Czech Statistical Office, total construction output in the Czech Republic increased by 5.3% year-over-year in 2025 as buildings construction increased by 2.3% while civil engineering was up by 10.9% year-over-year.
According to our estimates, total cement consumption in Croatia, Bosnia and Herzegovina and Montenegro increased by 1.7% in 2025 compared to 2024.
Competition. As of December 31, 2025, our principal competitors in Europe were Holcim, Heidelberg, CRH and Dyckerhoff.
As of December 31, 2025, our primary competitors in the United Kingdom were Tarmac (owned by CRH), Hanson (a subsidiary of Heidelberg), Aggregate Industries (a subsidiary of Holcim) and Breedon, which acquired Hope Construction Materials (owned by Mittal Investments). In addition, during 2025, an estimated 2.7 million tons of cement were imported to the United Kingdom by various players including CRH, Holcim, Heidelberg and other independents, with products that compete with ours increasingly arriving from over-capacity markets including Ireland, Spain and Greece.
As of December 31, 2025, our main competitors in the ready-mix concrete market in France included Holcim, Heidelberg, CRH, Vicat and Colas (Bouygues), and our main competitors in the aggregates market in France included Holcim, Heidelberg, CRH, Vicat and Colas (Bouygues). 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.
As of December 31, 2025, our primary competitors in the cement market in Germany were Heidelberg, Dyckerhoff (a subsidiary of Buzzi-Unicem), Holcim, CRH, and Schwenk, a local German competitor. These competitors, along with Cemex in Germany, represented a market share of above 95% in 2025, as estimated by us. 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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As of December 31, 2025, our primary competitors in the cement, ready-mix concrete and aggregates markets in Poland were Heidelberg, Holcim, CRH, Dyckerhoff, and Miebach.
According to our estimates, as of December 31, 2025, 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.
As of December 31, 2025, our main competitors in the cement, ready-mix concrete and aggregates markets in the Czech Republic were Heidelberg, Buzzi-Unicem, Holcim, Strabag and Skanska.
As of December 31, 2025, our primary competitors in the cement market in Croatia were Nexe and Holcim.
Urbanization Solutions. In Europe, for the year ended December 31, 2025, in terms of revenues, asphalt and mortars were the main contributors. These businesses are located mainly in the United Kingdom, Spain and Germany.
Our Operating Network in Europe
The maps below reflect the location of our operating assets, including our cement plants and cement terminals giving service to our operations in Europe as of December 31, 2025.
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Products and Distribution Channels
Cement. For the year ended December 31, 2025, our cement operations represented 34% of our external revenues from our operations in Europe, in Dollar terms. In Europe, we deliver cement that is consumed mainly by both own and external ready-mix concrete plants, distributors segments, infrastructure and precast segments.
Ready-Mix Concrete. For the year ended December 31, 2025, our ready-mix concrete operations represented 42% of our external revenues from our operations in Europe, in Dollar terms. Our ready-mix concrete operations in Europe purchase most of their cement aggregates requirements from our cement operations in Europe. Our ready-mix concrete products are mainly sold to public, commercial and residential customers, including contractors, developers and other construction-related customers.
Aggregates. For the year ended December 31, 2025, our aggregates operations represented 19% of our external revenues from our operations in Europe, in Dollar terms. Our aggregates are consumed mainly by our own ready-mix concrete and other downstream operations and sold to public, commercial and residential customers, including contractors and infrastructure-related customers.
Urbanization Solutions and Others: For the year ended December 31, 2025, our Urbanization Solutions and other businesses operations represented 5% of our external revenues from our operations in Europe in Dollar terms.
Production Costs. The largest cost components of our plants are usually raw materials and electric power. These accounted for 43% of our total production costs, including fixed costs, of our cement operations in Europe in 2025.
Description of Properties, Plants and Equipment. As of December 31, 2025, we operated a geographically diverse base of 14 cement manufacturing plants in Europe, two (one inactive) of them located in the United Kingdom, one in Germany, two in Poland, six (two inactive) in Spain, one in Czech Republic and two in Croatia, and had a total installed cement capacity of 21.8 million tons per year. As of December 31, 2025, we operated a distribution network of 67 cement terminals and 29 deep-water import terminals. All our cement production facilities in 2025 were wholly owned by Cemex entities. As of December 31, 2025, Cemex entities had 498 ready-mix concrete plants (46 were temporarily inactive) located in the United Kingdom, France, Germany, Poland, Spain, Czech Republic and Croatia and operated a total of 119 aggregate quarries (17 were temporarily inactive) in the United Kingdom, France, Germany, Poland, Spain and Czech Republic. As of December 31, 2025, we had two concrete block facilities in Europe.
Capital Expenditures. We made capital expenditures of $339 million in 2023, $288 million in 2024 and $269 million in 2025 in our operations in Europe.
MEA
Overview. MEA includes Israel, Egypt and the UAE. For the year ended December 31, 2025, our business in MEA represented 8% of our consolidated external revenues in Dollar terms. As of December 31, 2025, our operations in MEA represented 9% of our total installed cement capacity and 5% of our total assets, in Dollar terms.
In Israel, as of December 31, 2025, we were a leading producer and supplier of raw materials for the construction industry. In addition to ready-mix concrete and aggregates, we produced a diverse range of building materials and infrastructure products. As of December 31, 2025, we operated 52 ready-mix concrete plants (52 of them active), seven aggregate quarries (all of them active), three concrete products plants, one admixtures plant and one construction, demolition and excavation waste recycling plant.
In Egypt, as of December 31, 2025, we operated one cement plant 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.
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In addition, as of December 31, 2025, we had two ready-mix concrete plants, three land distribution centers and one admixtures plant.
As of December 31, 2025, 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, which are 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, 2025, we owned 12 ready-mix concrete plants (all were active), 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.
Industry. According to GlobalData, the construction industry in Israel is estimated to have grown by 12.9% in real terms in 2025 compared to 2024, owing to a low base effect, coupled with improved permitting, large-scale reconstruction in conflict-affected areas, and rising investment in energy and infrastructure sectors.
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 13% in 2025 compared to 2024, which was mainly attributed to high market growth. As of December 31, 2025, 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.
According to GlobalData, the UAE’s construction industry is estimated to have grown by 4.2% in real terms during 2025, aided by national development plans and investments in major projects.
Competition. As of December 31, 2025, our principal competitors in MEA were Holcim, Lafarge, ACC and Heidelberg.
In particular regarding Egypt, according to the Ministry of Investment official figures, during 2025, 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.
Urbanization Solutions. In MEA, for the year ended December 31, 2025, in terms of revenues, admixtures and building products were the main contributors. These businesses are located in Israel, Egypt and the UAE.
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Our Operating Network in MEA
The maps below reflect the location of our operating assets, including our cement plants and cement terminals giving service to our operations in MEA as of December 31, 2025.
Products and Distribution Channels
Cement. For the year ended December 31, 2025, our cement operations represented 20% of our external revenues from our operations in MEA, in Dollar terms. In MEA, we deliver cement that is mainly consumed by distributors, small contractors, retailers, and wholesalers.
Ready-Mix Concrete. For the year ended December 31, 2025, our ready-mix concrete operations represented 69% of our external revenues from our operations in MEA, in Dollar terms. Our ready-mix concrete operations in MEA purchase most of their cement aggregates requirements from our cement operations in MEA. Our ready-mix concrete products are mainly sold to commercial and residential customers.
Aggregates. For the year ended December 31, 2025, our aggregates operations represented 6% of our external revenues from our operations in MEA, in Dollar terms. Our aggregates are consumed mainly by our own ready-mix
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concrete and other downstream operations and sold to public, commercial and residential customers, including contractors and infrastructure-related customers.
Urbanization Solutions and Others. For the year ended December 31, 2025, our Urbanization Solutions and other businesses operations represented 5% of our external revenues from our operations in MEA in Dollar terms.
Production Costs. The largest cost components of our plants are usually fuels and raw materials. These accounted for 58% of our total production costs of our cement operations in MEA in 2025.
Description of Properties, Plants and Equipment. As of December 31, 2025, we operated a geographically diverse base of 2 cement manufacturing plants in MEA located in Egypt and the UAE, and had a total installed cement capacity of 6.6 million tons per year. As of December 31, 2025, we operated a distribution network of 3 cement terminals and no deep-water import terminals. All of our cement production facilities in 2025 were wholly owned by Cemex entities. As of December 31, 2025, Cemex entities had 66 ready-mix concrete plants (all active), of which 52 were located in Israel, two in Egypt and 12 in the UAE, and operated a total of 7 aggregate quarries (all active) in Israel. As of December 31, 2025, we had 3 concrete block facilities in MEA.
Capital Expenditures. We made capital expenditures of $142 million in 2023, $80 million in 2024 and $65 million in 2025 in our operations in MEA.
SCA&C
Overview. As already outlined elsewhere in this annual report, our SCA&C region includes our operations in Colombia, Puerto Rico, Nicaragua, Jamaica and the Caribbean. For the year ended December 31, 2025, our business in the SCA&C region, represented 7% of our consolidated external revenues in Dollar terms. As of December 31, 2025, our operations in the SCA&C region represented 13% of our total installed capacity and 6% of our total assets, in Dollar terms.
In Colombia, as of December 31, 2025, Cemex Colombia, our main operating company, had 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 2025, these three metropolitan areas accounted for approximately 38% of Colombia’s cement consumption. The Cemex Ibagué plant, which is Cemex Colombia’s largest cement plant, and the Santa Rosa grinding facility are strategically located in the Urban Triangle. In 2025, construction of the Maceo Plant production areas was completed, enabling operational startup under an agreement with the Sociedad de Activos Especiales (the “SAE”). Initial cement dispatches began, the kiln was successfully ignited, and the first clinker was produced. By December 31, 2025, the plant had stabilized operations, supplied regional markets, completed commissioning of main equipment, and entered the final transition phase from project to full operation.
In the Caribbean, as of December 31, 2025, we were 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. As of December 31, 2025, our main focus in the Caribbean was to capitalize on our recent investment made in Jamaica, and stronger volumes in Guyana, attempting to offset market challenges in Trinidad and Tobago and Barbados. As of December 31, 2025, our plant in Barbados had stopped producing clinker and grinding cement. As of December 31, 2025, our main operating company in Trinidad and Tobago was Trinidad Cement Limited, which is publicly listed in the Trinidad and Tobago Stock Exchange; in Jamaica, our main operating company was Caribbean Cement Company Limited, which was also publicly listed in the Jamaica Stock Exchange; and in Puerto Rico, our main operating company was Cemex de Puerto Rico, Inc., which is indirectly 100% owned by us.
In Nicaragua, as of December 31, 2025, we mainly operated through Cemex Nicaragua, S.A., a company 100% indirectly owned by Cemex Latam Holdings, S.A.
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Industry. As of December 31, 2025, the installed capacity for cement in Colombia was 22.7 million tons in 2025. According to the Colombian National Statistical Administrative Department (Departamento Administrativo Nacional de Estadística), total cement consumption in Colombia reached 12.9 million tons during 2025, an increase of 5.4% from 2024, while cement exports from Colombia during 2025 reached 1.1 million tons (according to the global trade and market research platform, SICEX). We estimate that as of December 31, 2025, 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, 2025. The other construction segments in Colombia, including the formal housing and commercial sectors, account for the balance of cement consumption in Colombia.
As of December 31, 2025, we estimate that 1.3 million tons of cement, 0.3 million cubic meters of ready-mix concrete and 2.0 million tons of aggregates were sold in Nicaragua during 2025, and that cement consumption in Nicaragua increased 15% in 2025, mainly due to growth in government infrastructure and remittances, which we estimate represented approximately 26% of the country’s GDP.
As of December 31, 2025, cement consumption in Puerto Rico reached 0.66 million tons according to the Puerto Rico Economic Development Bank.
Competition. As of December 31, 2025, each main country of our SCA&C region had different competition dynamics. In general, as of December 31, 2025, we believe our principal competitors in the SCA&C region were Cementos Argos and Holcim.
As of December 31, 2025, 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, 2025, there were a total of 14 other local and regional players in Colombia, including Cemex. We also estimate that the ready-mix concrete industry in Colombia was fairly consolidated with the top three producers accounting for approximately 61% of the market as of December 31, 2025. As per our estimates, Cemex Colombia was the second-largest ready-mix concrete producer as of December 31, 2025, and the first and third largest producers were Cementos Argos and Holcim Colombia, respectively. The aggregates market in Colombia is highly fragmented and is dominated by the informal market. The aggregates market in Colombia was mostly comprised of small independent producers as of December 31, 2025.
As of December 31, 2025, we estimated that three market participants competed in the Nicaraguan cement industry: Cemex, Holcim and Cemento Continentales (cement importers).
We estimate that the cement industry in Puerto Rico in 2025 was mainly comprised of two cement companies: Cemex de Puerto Rico, Inc. and Cementos Argos.
Urbanization Solutions. In the SCA&C region, for the year ended December 31, 2025, in terms of revenues, each of the admixtures, mortars, circularity, lime and multiproducts businesses, respectively, among others, were the main contributors. These businesses are located mainly in different parts of Colombia, Trinidad and Tobago, Jamaica, Puerto Rico and Nicaragua.
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Our Operating Network in the SCA&C Region
The maps below reflect the location within the SCA&C region of our operating assets, including our cement plants and cement terminals giving service to our operations in the SCA&C region as of December 31, 2025.
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Products
Cement. For the year ended December 31, 2025, our cement operations represented 78% of our external revenues from our operations in the SCA&C region, in Dollar terms.
Ready-Mix Concrete. For the year ended December 31, 2025, our ready-mix concrete operations represented 18% of our external revenues from our operations in the SCA&C region, in Dollar terms. Our ready-mix concrete operations in the SCA&C region purchase most of their cement aggregates requirements from our cement operations in the SCA&C region.
Aggregates. For the year ended December 31, 2025, our aggregates operations represented 1% of our external revenues from our operations in the SCA&C region, in Dollar terms.
Urbanization Solutions and Others. For the year ended December 31, 2025, our Urbanization Solutions and other businesses operations represented 3% of our external revenues from our operations in the SCA&C region in Dollar terms.
Production Costs. The largest cost components of our plants are usually raw materials, electric power and fuels, which accounted for 67% of the total production costs of our cement operations in the SCA&C region in 2025.
Description of Properties, Plants and Equipment. As of December 31, 2025, we had a geographically diverse base of 11 cement manufacturing plants or cement grinding mills in the SCA&C region located in Colombia, Trinidad and Tobago, Jamaica, Nicaragua and Barbados, out of which one located in Clemencia, Colombia and one in St. Lucy, Barbados are not active, and had a total installed cement capacity of 9.5 million tons per year, excluding non-active plants. As of December 31, 2025, we had 23 distribution centers (2 inactive), mainly in Colombia, Trinidad and Tobago, Jamaica, Puerto Rico, Guyana and Peru, and eight marine terminals, mainly in Jamaica, Bahamas, Trinidad and Tobago, Puerto Rico, Barbados and Guyana. Three of our marine terminals are in the Bahamas, two of them with minority shareholders. As of December 31, 2025, Cemex entities had 40 ready-mix concrete plants (13 were temporarily inactive) mainly located in Colombia, Trinidad and Tobago, Barbados and Nicaragua and had a total of 17 aggregate quarries (13 were temporarily inactive) mainly in Colombia, Trinidad and Tobago, Nicaragua, Jamaica and Barbados. We also operated one mortar and adhesives plants in Colombia, one admixtures plant in Colombia, one admixtures plant in Panama and we leased one milling plant in Nicaragua. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of a Portion of our Operations in Colombia.”
Regarding the cement plant leased by Cemex Nicaragua, S.A. in Nicaragua, as of December 31, 2025, we had not finalized negotiations to extend the term of the lease agreement which was scheduled to expire on February of 2026. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Lease of Cement Plant in Nicaragua.”
As of December 31, 2025, we also 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. These non-controlling interest operations consists in two terminals, one in Bermuda and one in the Cayman Islands, and two grinding mills in Guadulupe and Martinique.
Capital Expenditures. We made capital expenditures of $148 million in 2023, $189 million in 2024 and $128 million in 2025 in our operations in the SCA&C region.
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Our Trading Operations
In 2025, we traded approximately 12 million tons of cementitious and non-cementitious materials in more than 65 countries, including approximately 8 million tons of cement and clinker and approximately 4 million tons of cementitious and other materials. In addition, we traded approximately 2 million tons of certain primary fuels. Nearly 2 million tons of the traded cement and clinker consisted of exports from our operations in Spain, Germany, Mexico, Trinidad and Tobago, Croatia, among others. Slightly less than 7 million tons remaining were purchased from third parties in countries such as Vietnam, Saudi Arabia, Turkey, Spain, Algeria, Costa Rica, and Egypt, among others. In 2025, we traded approximately 2.6 million tons of granulated blast furnace slag, and ground granulated blast furnace slag a non-clinker cementitious material, and more than 1 million tons of other products. 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 60% of our coal, pet coke, cement, and clinker traded volume during 2025. 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, 2025:
| Location |
Used Capacity |
Years of Operation(1) |
||||||
| Mexico |
||||||||
| Atotonilco, Hidalgo |
866,203 | 67 | ||||||
| Barrientos, Estado de México |
469,669 | 81 | ||||||
| Ensenada, Baja California |
377,382 | 50 | ||||||
| Guadalajara, Jalisco |
758,667 | 52 | ||||||
| CPN, Sonora |
152,082 | 45 | ||||||
| Hidalgo, Nuevo León |
67,983 | 120 | ||||||
| Huichapan, Hidalgo |
3,273,576 | 41 | ||||||
| Mérida, Yucatán |
543,262 | 72 | ||||||
| Monterrey, Nuevo León |
1,269,412 | 106 | ||||||
| Tamuín, San Luis Potosí |
1,288,173 | 61 | ||||||
| Tepeaca, Puebla |
2,756,424 | 31 | ||||||
| Torreón, Coahuila |
998,467 | 59 | ||||||
| Valles, San Luis Potosí |
264,096 | 60 | ||||||
| Yaqui, Sonora |
1,598,418 | 36 | ||||||
| Zapotiltic, Jalisco |
1,119,201 | 58 | ||||||
| United States |
||||||||
| Balcones, TX |
1,602,625 | 45 | ||||||
| Brooksville, FL (South) |
1,114,963 | 38 | ||||||
| Clinchfield, GA |
470,964 | 51 | ||||||
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| Location |
Used Capacity |
Years of Operation(1) |
||||||
| Demopolis, AL |
690,500 | 48 | ||||||
| Knoxville, TN |
537,186 | 46 | ||||||
| Miami, FL |
862,261 | 67 | ||||||
| Lyons, CO |
342,134 | 45 | ||||||
| Victorville, CA |
2,625,788 | 60 | ||||||
| United Kingdom |
||||||||
| Rugby |
1,057,769 | 26 | ||||||
| Tilbury |
371,136 | 17 | ||||||
| Germany |
||||||||
| Rudersdorf |
1,479,560 | 59 | ||||||
| Eisenhüttenstadt |
158,233 | 73 | ||||||
| Spain |
||||||||
| Alcanar |
577,846 | 57 | ||||||
| Castillejo |
532,196 | 114 | ||||||
| Morata |
382,581 | 93 | ||||||
| San Vicente |
944,050 | 50 | ||||||
| Poland |
||||||||
| Chelm |
1,383,369 | 65 | ||||||
| Rudniki |
786,094 | 60 | ||||||
| Gdynia |
205,986 | 25 | ||||||
| Czech Republic |
||||||||
| Prachovice |
848,000 | 71 | ||||||
| Detmarovice |
146,672 | 22 | ||||||
| Croatia |
||||||||
| Juraj |
1,056,689 | 113 | ||||||
| Kajo |
371,158 | 121 | ||||||
| Egypt |
||||||||
| Assiut |
3,644,909 | 39 | ||||||
| United Arab Emirates |
||||||||
| Falcon |
463,228 | 18 | ||||||
| Colombia |
||||||||
| Cúcuta |
161,366 | 42 | ||||||
| Ibagué |
2,182,395 | 33 | ||||||
| Santa Rosa |
398,579 | 43 | ||||||
| Maceo |
147,357 | 1 | ||||||
| Trinidad and Tobago |
||||||||
| Claxton Bay |
713,693 | 72 | ||||||
| Jamaica |
||||||||
| Rockfort |
863,744 | 73 | ||||||
| Nicaragua |
||||||||
| San Rafael del Sur(2) |
389,368 | 83 | ||||||
| Managua |
277,092 | 10 | ||||||
| Puerto Rico |
||||||||
| Ponce |
309,069 | 35 | ||||||
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| (1) | Approximate. |
| (2) | Leased. |
The table above does not show our cement plants in (i) Ferriby, United Kingdom, and (ii) Lloseta, Spain, which, as of December 31, 2025, are temporarily inactive and have no used capacity. Cement and grinding plants that, as of December 31, 2025, we expect to remain permanently inactive, are also excluded.
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, 2025, 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, were or could have been material at some point in time, or could become material after December 31, 2025. 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 France in the construction chemicals sector, which includes chemical admixtures and additives for use in concrete, cement, mortars and related construction products. 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, 2025, 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. On March 28, 2025 and July 10, 2025, the European Commission sent additional requests for information. As of December 31, 2025, 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. On October 15, 2025,
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we were informed by the DOJ that the investigation was closed. As of December 31, 2025, this matter was concluded and should not 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. On June 25, 2025, these lawsuits were dismissed and Cemex had never been named as defendant in either of these class actions.
Polish Antitrust Investigation (1998 through 2006)
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 ($32.18 million as of December 31, 2025, based on an exchange rate of 3.59 Polish Zloty to $1.00), which was 10% of Cemex Polska’s total revenue in 2008. 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 and reduced the penalty imposed on Cemex Polska to 93.89 million Polish Zloty ($26.15 million as of December 31, 2025, based on an exchange rate of 3.59 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 ($19.33 million as of December 31, 2025, based on an exchange rate of 3.59 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 and the fine paid by Cemex Polska equal to 69.4 million Polish Zloty ($19.33 million as of December 31, 2025, based on an exchange rate of 3.59 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 and referred the case to re-examination by the District Court of Warsaw. 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 Protection Office has also filed an appeal with the Polish Supreme Court against the May 21, 2021 judgment of the Appeals 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. 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. On September 4, 2025, the Polish Supreme Court rejected the motion of Cemex Polska filed on January 24, 2023.
As of December 31, 2025, given that the case will be re-examined , 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 and financial condition.
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Polish Antitrust Explanatory Proceeding (2009 through 2025)
On February 12, 2025, the Protection Office initiated an antitrust explanatory proceeding of certain market participants of the Polish cement market, including Cemex Polska (the “Explanatory Proceeding”). The Explanatory Proceeding seeks to determine whether Cemex Polska, together with other cement manufacturers, entered into an agreement restricting competition on the Polish cement market through price fixing, limiting or controlling production or sales, and market sharing during the period between December 2009 and March 2025. The Explanatory Proceeding was publicly announced by the Protection Office on June 9, 2025 and does not constitute a finding or conclusion by the Protection Office that Cemex Polska has violated any applicable law.
As of December 31, 2025, the inspection phase of the Explanatory Proceeding had been completed by the Protection Office and the next phase of the Explanatory Proceeding is expected. Due to the current stage of the Explanatory Proceeding as of December 31, 2025, we are not able to assess its likely outcome as it relates to us or whether it would have a material adverse impact on our results of operations, liquidity and 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.
On September 3, 2025, a settlement was entered into dismissing all Cemex entities from the aforementioned lawsuit, with no payment required to be made by Cemex. As of December 31, 2025, this matter is concluded and 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 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 ($19.52 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00).
On June 7, 2018, Cemex Colombia 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, 2025, the claim has not been resolved.
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As of December 31, 2025, 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, 2025, substantially all of our operating sites in Mexico, the United States, Europe, MEA, 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, 2025, 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, 2023, 2024 and 2025, our sustainability-related capital expenditures (including our environmental expenditures and investments in alternative fuels and cementitious materials) were $150 million, $215 million and $210 million, respectively, in each case excluding each of our now divested operations in the Dominican Republic, the Philippines, Guatemala and Panama that had been divested as of the end of the corresponding year. 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.
International Climate Regime
The UNFCCC entered into force on March 21, 1994. 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.
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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 that became effective 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, 2025, it was uncertain if the NDCs submitted throughout 2025 will 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, 2025, our operating cement plants in Mexico are in the process of renewing their CICs.
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, 20.6% of the total fuel used in our operating cement plants in Mexico during 2025 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 2023, 2024 and 2025 our operations in Mexico invested $24.54 million, $24.96 million and $34.65 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 $312.18 million since 1999 as of December 31, 2025. 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. 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.
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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, 2025, 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, 2025, pet coke, a primary fuel widely used in our kilns in Mexico is taxed at a rate of Ps 25.7183 per ton ($1.42 per ton as of December 31, 2025, based on an exchange rate of Ps 18.01 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, 2025, the operating rules of the Mexican Emissions Trading System (Sistema de Comercio de Emisiones) (“Mexican ETS”) are under review by SEMARNAT. As of December 31, 2025, unless changes are required upon such review, it is expected that the operating rules of the Mexican ETS will come into effect in the first half of 2026, and Phase I of the Mexican ETS would last from such effective date to December 31, 2030. As of December 31, 2025, the amount of free allocations to be assigned to each participating sector during 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 and the corresponding sector’s growth projection factor determined by the National Institute of Ecology and Climate Change (Instituto Nacional de Ecología y Cambio Climático). As of December 31, 2025, 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, 2025, 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, 2025, are in effect: Quintana Roo, Nuevo León, Querétaro, Yucatán, Estado de México, 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 CO2e emissions range from Ps $58 per ton of CO2e ($3.22 per ton of CO2e as of December 31, 2025, based on an exchange rate of Ps 18.01 to $1.00) to 5.6 UMAs or Ps 634.00 per ton of CO2e ($35.20 per ton of CO2e as of December 31, 2025, based on an exchange rate of Ps 18.01 to $1.00). As of December 31, 2025, an UMA equals Ps 113.14 ($6.28 as of December 31, 2025, based on an exchange rate of Ps 18.01 to $1.00). As of December 31, 2025, 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 where, as of December 31, 2025, we have paid the Ecological Taxes on CO2e without any material adverse effect on our operations, results of operations, liquidity, or financial condition; (iv) Querétaro, which is expected to be resolved in the next two years; (v) Estado de México, which is expected to be resolved in the next two years; and (vi) San Luis Potosí, which is expected to be resolved in the next two years.
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As of December 31, 2025, 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 December 31, 2025, we expect that the aggregate impact of the Ecological Taxes throughout these states 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, among other matters, established a legal framework for electricity-related activities in Mexico and structurally changed the national electric industry, creating a wholesale energy market in which companies could acquire power and associated products directly from market participants, including privately owned generators and suppliers, as opposed to only acquiring energy from the Federal Electricity Commission (Comisión Federal de Electricidad) (“CFE”). On March 18, 2025, the Electric Industry Law was repealed and replaced on March 19, 2025 by the Electricity Sector Law (as defined below).
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 Electricity Sector 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, 2025, 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.
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, 2025, 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.
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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. Our import permit expired on December 17, 2025. As of December 31, 2025, we believe we should be able to renew this permit in the first quarter of 2026 without a material adverse impact on our operations, results of operations, liquidity and financial condition; however, our inability to obtain the renewal of the permit could have a material adverse impact on our operations, results of operations, liquidity and financial condition if our pet coke inventory is exhausted or we are unable to secure sufficient pet coke for our operations domestically before the renewal of the permit.
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. The implementing laws and regulations of the Constitutional Energy Reform, including the Constitutional Energy Reform Secondary Laws (as defined below), came into effect on March 19, 2025. As of December 31, 2025, compliance with the Constitutional Energy Reform and the Constitutional Energy Reform Secondary Laws has 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.
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 (the “Constitutional Simplification Reform”). The main changes introduced in this reform that, as of December 31, 2025, were in effect include the dissolution of seven autonomous regulatory bodies whose functions have been 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) the Federal Competition Commission (Comisión Federal de Competencia Económica), through the National Antimonopoly Commission (Comisión Nacional Antimonopolio) (“CNA”), which began operations on October 17, 2025 and is 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, 2025, certain secondary laws and regulations implementing the Constitutional Simplification Reform were not in effect, and we cannot assess with certainty if the Constitutional Simplification Reform and its secondary laws and regulations could have a material adverse impact on our operations, results of operations, liquidity and financial condition.
2025 Constitutional Energy Reform Secondary Laws
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Following the Constitutional Energy Reform, on March 19, 2025, the following laws came into effect: (i) the Law of the National Energy Commission (Ley de la Comisión Nacional de Energía), which creates the National Energy Commission (Comisión Nacional de Energía) (“CNE”) granted with technical and operational autonomy replacing the CRE and CNH; (ii) 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; (iii) 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; (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 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 ((i), (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Constitutional Energy Reform Secondary Laws”).
As of December 31, 2025, compliance with the Constitutional Energy Reform Secondary Laws has not required material investments in our operations. However, as of December 31, 2025, we are unable to assess with certainty if their further implementation will 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. 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, 2025 for handling and managing materials are generally consistent with industry standards and legal requirements. We also believe that we take appropriate precautions designed to protect employees and others from harmful exposure to hazardous materials.
As of December 31, 2025, Cemex, Inc. and its subsidiaries had accrued liabilities specifically relating to environmental matters in the aggregate amount of $35.9 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.
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Actual cost therefore may be greater than or less than the amounts accrued. Based on the information developed as of December 31, 2025, 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, 2025, 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, 2025, 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.
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”).
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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, 2025, 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 then 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, 2025, 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, 2025, 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 on-road diesel equipment and to meet progressively more restrictive emission targets. In 2008, CARB approved a similar regulation for in-use off-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, 2025, 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 $131.4 million. As of December 31, 2025, 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.
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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, 2025, we are complying with GEMM Phase 1 and the EJA, which became effective on December 15, 2023.
Claim in California
In December 2024, two landowners filed their first amended complaint in California state court against Cemex, Inc., one of our U.S. subsidiaries, and another party alleging that substances released from a previously divested operation by Cemex, Inc. (at the time named Southdown, Inc.) in Los Angeles County contaminated properties owned by the landowners, which caused diminution in value and other damages. This divestment occurred prior to the acquisition by Cemex of Southdown, Inc. in 2001. As of December 31, 2025, the proceedings were in the early stages, and we are not able to assess if these claims will lead to any damages payable by Cemex, Inc. However, if this complaint is adversely resolved against Cemex, Inc., we do not expect that any resulting damages would have a material adverse effect on our results of operations, liquidity, and financial condition.
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 as compared 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. 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.
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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, 2025, a total of five BREFs of the existing 37 BREFs/REF are being reviewed. As of December 31, 2025, 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, 2025, the review of the Cement BREF is expected to begin in 2027.
As of December 31, 2025, 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, 2025, 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, 2025, 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 (“EUA”) 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 EUAs available (the “cap”) decreases over time. Operators either receive a free allocation of EUAs (pursuant to industry-wide benchmarks) or buy allowances from centralized auctions or from third parties. The EUAs are freely tradable. Failure to surrender EUAs is subject to significant monetary penalties of €100 (plus indexation) for each metric ton emitted in respect of which EUAs were not surrendered, in addition to the operator having to surrender the relevant number of EUAs. As of December 31, 2025, 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 EUAs 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 continued to receive free allocation through the end of 2025 and is expected to continue to receive free allocation throughout the end of EU ETS Phase IV in 2030. As of December 31, 2025, benchmarks—used as the main calculation factor to determine the level of free allocation an installation may receive and derived from the average emission factor of the lowest 10% EU emitters for a given product during relevant baseline years—are expected to be set on a cement binder basis rather than the historical clinker-based approach.
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Draft benchmarks are expected to be published in the first quarter of 2026, with final benchmarks confirmed during the second quarter of 2026. We have discussed the interaction of free allocation of EUAs and the EU CBAM (as defined below).
Free allocation of EUAs 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%. 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, 2025, considering the market pricing dynamics expected to result from uniform exposure to sector regulation and the implementation of mitigation measures to reduce emissions in our operations, the phasing out of free allocation of EUAs under the EU ETS for the cement industry and other changes to the EU ETS are not expected to have a material adverse impact on our operations and results of operations, liquidity and financial condition. As of December 31, 2025, we expect that Cemex’s current EUA holdings, along with its ongoing mitigation initiatives and the amount of EUAs 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. Additionally, in March 2024, with the intention of hedging a significant portion of our expected deficit of EUAs under the EU ETS after 2028, we entered into physically-settled forward purchase commitments for the acquisition of 1.8 million EUAs for our own use in 2029 and 2030. In addition, during the fourth quarter of 2025, Cemex extended such forward purchase commitments through a layered approach, covering 100,000 allowances annually from 2031 to 2035. As of December 31, 2025, we believe we have limited exposure to future increased prices because we do not expect to have a significant need to purchase additional EUAs; and, thus, we do not expect this to have a material adverse impact on our operations and results of operations, liquidity, and financial condition.
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 was in effect until December 31, 2025, importers were 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. When importers do not have precise data on the carbon emissions from a specific factory (installation) in another country, the EU applies “default values,” estimated based on average emissions for the relevant product and country and subject to a mark-up. Accordingly, published default values, including a mark-up of 10% in 2026, 20% in 2027 and 30% from 2028 onwards, must be applied where EU ETS-equivalent monitoring and verification is not used or available. 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 EUAs 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 EUAs, each equivalent to one metric ton of CO2e. As of December 31, 2025, due to expected market pricing dynamics and the implementation of mitigation measures to reduce emissions in our operations, unless there is market volatility and we have delays in the implementation of our mitigation efforts to reduce emissions or the CBAM, we do not expect a material adverse impact on our operations, results of operations, liquidity, and financial condition.
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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, 2025, Cemex is not required to report under the EU Taxonomy. Nonetheless, Cemex voluntarily provides certain information in accordance with the EU Taxonomy. Though too early to determine at this stage, 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.
In the first half of 2025, the EU introduced an Omnibus legislative proposal intended to harmonize and strengthen the interaction between key regulatory instruments such as the IED, the EU ETS, and the EU Taxonomy, including specific proposals to simplify and delay certain reporting requirements, including EU Taxonomy-related ones. In July 2025, the European Commission adopted the Omnibus Taxonomy Delegated Act (the “Omnibus Act”), which is expected to enter into force in January 2026.
As of December 31, 2025, we do not expect the adoption of the Omnibus Act to have a material adverse impact on our operations, results of operations, liquidity and financial condition.
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 draft form, but not in respect of the cement sector. As of December 31, 2025, no timeline has been defined for the development or adoption of a UK BATC applicable to the cement sector. As of December 31, 2025, 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, 2025, it has a cap that is consistent with net zero. Free allocations of allowances are available in certain circumstances.
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Like the EU ETS, the UK ETS is divided into phases. Initially, the first phase, or “allocation period”, would run from 2021 to 2025 and the second phase 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. In the fourth quarter of 2025, the UK Government confirmed that it will maintain the current methodology for adjusting free allocation in response to changes in activity level, which is based on historical activity levels. Existing product benchmarks will remain in place until 2027, with the current 2025 benchmark therefore extended to 2026 and 2027, and with the intention to adopt updated EU benchmark values from 2028 to 2030.
As of December 31, 2025, 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 at increased prices due to potential insufficient liquidity and increased price volatility in the UK ETS compared to the EU ETS. Nevertheless, the UK ETS is not expected to have a material adverse impact on our operations, results of operations, liquidity and financial condition. In November 2025, the EU and United Kingdom commenced formal negotiations regarding the potential linking of the UK ETS and the EU ETS. As of December 31, 2025, it is expected that this process would not be completed before 2028 at the earliest.
UK CBAM
The UK Government has 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.
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 UK 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. However, the UK Government has confirmed that free allocation for sectors covered by the UK CBAM will be gradually phased out starting 2027, with an indicative phase-out trajectory of nine years (broadly aligned with the EU CBAM, although starting one year later). It has also been confirmed that indirect emissions will not be included in the UK CBAM rate calculation.
As of December 31, 2025, 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 £139,300,229.81 ($187.73 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00) as of December 31, 2025, and we made an accounting provision for this amount.
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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, 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.
United States
Imposition of Tariffs by the United States
In general, and aside from any other restrictions or prohibitions, as of December 31, 2025, any cement imported into the United States from Cuba and North Korea is subject to custom duties depending on the specific type of cement. 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.
In 2025, the U.S. administration issued executive orders imposing, pursuant to IEEPA and in addition to any preexisting tariffs, Fentanyl/Immigration Tariffs on products from Canada, Mexico, and China, at rates that fluctuated over time (for Mexico, the rate remained at 25% whereas for Canada the rate applicable to goods other than energy products rose from 25% to 35%). These tariffs applied to cement, aggregates, and other products we import into the United States from Mexico and Canada as part of our business. Notably, goods that complied with USMCA rules of origin were exempt from these tariffs. Also, in 2025, pursuant to IEEPA, the U.S. administration announced Country-Specific Reciprocal Tariffs on 60 countries and a 10% Baseline Tariff on all other countries, except Mexico, Canada, and China.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Regulatory Matters and Legal Proceedings—Imposition of Tariffs by the United States” for additional information.
Fees on Chinese Vessels
In January 2025, the United States Trade Representative (“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.
On October 14, 2025, the United States began charging 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 were based on net vessels tonnage, which began at $50 per net ton in October 2025, and were expected to steadily increase until 2028.
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For certain Chinese-built vessels, fees were based on net tonnage or number of containers. The fees commenced at $18 per net ton or $120 per container. Vessel operators had to pay whichever fee was higher, and they were expected to increase over the next three years.
Effective October 14, 2025, China imposed reciprocal measures in the form of special port fees on vessels owned, operated, flagged, or built in the United States, as well as those with 25% or more U.S. equity participation, starting at around $56 per net ton and were expected to rise progressively to around $156 by 2028.
However, effective November 10, 2025, the United States and China suspended their respective port fees for a one-year period. As a result, as of December 31, 2025, the economic impact previously associated with the aforementioned fees has not occurred. Before their suspension on November 10, 2025, the aforementioned measures were expected to reduce vessel availability for routes to and from the United States, potentially increasing freight rates and affecting shipping schedules, which could have led to higher logistics costs and supply chain inefficiencies. Before the November 10, 2025 suspension, we were unable to determine whether this would have had a material adverse effect on our operations, results of operations, liquidity and financial condition.
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, 2025, for cement imported into a member country from a non-member country, the tariff was 1.7% of the customs value. Any country that benefits from 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 ($60.69 million as of December 31, 2025, based on an exchange rate of Ps 18.01 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 ($52.47 million as of December 31, 2025, based on an exchange rate of Ps 18.01 to $1.00).
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, 2025, the SAT has not issued a resolution with respect to
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this motion. As of December 31, 2025, 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) (“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 ($33.03 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00) and imposed a penalty in the amount of 124.79 billion Colombian Pesos ($33.03 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00). 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 ($15.04 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00) of the 124.79 billion Colombian Pesos ($33.03 million as of December 31, 2025, based on an exchange rate of 3,777.62 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, 2025, the Administrative Court of Cundinamarca has not scheduled a hearing date for the proceeding. As of December 31, 2025, even though it is difficult to assess with certainty the likelihood of an adverse result in the proceeding, Cemex considers that an adverse resolution after conclusion of all available defense procedures is not probable. We believe that an adverse resolution could have a material adverse impact on our results of operations, liquidity and financial condition.
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 ($22.54 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00) and imposed a penalty in the amount of 85.17 billion Colombian Pesos ($22.54 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00). 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. 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.
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As of December 31, 2025, 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, the complementary procedure within the income tax process for the fiscal year 2011 has 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 ($535.93 million as of December 31, 2025, based on an exchange rate of €0.8513 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 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 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 issued a judgment rejecting the appeal filed by Cemex España against the resolution of the TEAC, confirming the imposed fines. 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 to be 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.
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 ($535.93 million as of December 31, 2025, based on an exchange rate of €0.8513 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 ($535.93 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00) in the fourth quarter of 2023.
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On May 21, 2024, Cemex España filed with the Constitutional Court in Spain an appeal for constitutional protection against the cassation appeal resolution issued by the Spanish Supreme Court. On June 16, 2025, Cemex España received an adverse resolution from the Constitutional Court in Spain not admitting the filing of its appeal for constitutional protection. On October 3, 2025, Cemex España filed a recourse against such adverse resolution to the European Court of Human Rights. As of December 31, 2025, Cemex España has not received any answer from the European Court of Human Rights.
On August 9, 2024, the tax authorities in Spain formally notified Cemex España of the final amount of the fines for €456.23 million ($535.93 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00), to be paid no later than September 20, 2024. On September 6, 2024, Cemex España paid €273.73 million ($321.56 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00) of such amount. Additionally, on September 9, 2024, Cemex España filed before the National Court 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 ($214.37 million as of December 31, 2025, based on an exchange rate of €0.8513 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.
On September 10, 2024, Cemex España paid an additional €2.4 million (approximately $2.86 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00) and filed a request to the Agencia Estatal de Administración Tributaria de España (“AEAT”) for a postponement of payment and to be allowed to pay in installments the outstanding amount of the fines amounting to €180 million (approximately $211.44 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00), plus late interest. 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. On September 10, 2025, Cemex España received an adverse resolution from the AEAT, not admitting the aforementioned request regarding the postponement and payment of the outstanding fine in installments. On September 10, 2025, Cemex España filed with the TEAC a recourse against the non-admission of such request. If needed, Cemex does have 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 ($211.44 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00).
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 ($214.37 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00). On February 28, 2025, Cemex España appealed such resolution before the National Court. On September 1, 2025, Cemex España received an adverse and final resolution from the National Court denying the motion for execution of judgement filed on September 9, 2024. On October 10, 2025, Cemex España filed a request for admission of a cassation appeal against such adverse resolution to the Spanish Supreme Court. Furthermore, on July 23, 2025, Cemex España received a resolution from the TEAC denying the tax appeal motion filed as a cautionary measure by Cemex España on September 9, 2024. On July 31, 2025, Cemex España filed a nullity recourse with the TEAC against the aforementioned denial, alleging that on July 23, 2025, the National Court didn’t yet deny the motion for execution and the outstanding fine must remain suspended. As of December 31, 2025, the TEAC has not yet answered such nullity recourse.
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As of December 31, 2025, the payment of the outstanding amount of the fines amounting to €135 million ($158.58 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00) and the execution of the liability policy insurance delivered by Cemex España remain suspended until the aforementioned motions filed by Cemex España are resolved. Notwithstanding the adverse financial effects that have already been accounted for, these recent developments are not expected to adversely affect our operations, commercial relationships with clients or suppliers, or our ability to meet our financial obligations.
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 ($26.47 million as of December 31, 2025, based on an exchange rate of 3,777.62 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. 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 ($89.42 million as of December 31, 2025, based on an exchange rate of 3,777.62 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 ($5.29 million as of December 31, 2025, based on an exchange rate of 3,777.62 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 ($8,470.94 as of December 31, 2025, based on an exchange rate of 3,777.62 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 ($2,329.51 as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00). Additionally, the UDI officers were sentenced to severally pay the amount of 108 billion Colombian Pesos ($28.59 million as of December 31, 2025, based on an exchange rate of 3,777.62 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.
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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, 2025, 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, 2025, 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.
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.
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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 it was deceived and acted diligently once it became aware of the situation. As of December 31, 2025, this appeal will be resolved by the hierarchical superior of the Prosecutor, which is expected to take approximately two years 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 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.
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. In October 2024, the SAE filed a motion stating their intent to initiate the Early Disposal Proceeding of the Affected Assets while the Domain Extinction Proceeding continues. As of December 31, 2025, the Early Disposal Proceeding has not been notified and the Domain Extinction Proceeding continues.
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As of December 31, 2025 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, 2025, 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, ($11.59 million as of December 31, 2025, based on an exchange rate of 3,777.62 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 approximately $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 approximately $7.6 million. 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 thus, the docket of the proceeding has been submitted to the Colombian Supreme Court. As of December 31, 2025, the final decision 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.
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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, 2025, 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 and 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. 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. Such request was denied on June 1, 2023, and thus, on June 8, 2023, Cemex Colombia and CLH filed an extraordinary cassation appeal. 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. Consequently, on June 28, 2024, ZOMAM filed its response to the cassation lawsuit. 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, 2025, 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 an approximate 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.
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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, 2025, 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. If required to do so by the authorities, 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. As of December 31, 2025, Cemex, S.A.B. de C.V. is unable to predict the formal duration, scope, or outcome of the SEC or DOJ investigations, or any other investigation that may arise in Colombia or 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. However, considering we have not received any request for information from either the SEC or DOJ since 2020 and that we produced all requested information by 2020, we believe that these investigations are possibly no longer being actively pursued by the SEC and DOJ.
Maceo, Colombia—Operational Matters
On October 27, 2016, CLH postponed the commencement of operations of the Maceo Plant given that, among several other factors, Cemex Colombia had not received the environmental and construction permits required to finalize the access road to such cement plant at the time and considered that the only existing access to such cement plant could not guarantee safety or operations and could limit the capacity to transport products from the cement plant. As of December 31, 2025, the access road has been substantially completed, the commissioning of the Maceo Plant has been concluded and the Maceo Plant is in full operation.
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.
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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.
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.
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 shelved CI Calizas’ request, and thus, on December 2, 2024, CI Calizas filed a reconsideration petition against the request denial. On February 3, 2025, the reconsideration petition was denied and the shelving decision confirmed. As of December 31, 2025, we expect to submit a new request to modify the Environmental License to expand production capacity; however, we believe that the failure to modify the Environmental License 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, 2025, further requirements are still in process of being fulfilled.
Given that all conditions under the New Lease Agreement have been met except for the modification of the Environmental License to expand production capacity, on May 1, 2025, the Initiation Act pursuant to the New Lease Agreement was executed for the commissioning of the Maceo Plant. As of December 31, 2025, Cemex Colombia and Central de Mezclas have concluded the commissioning of the Maceo Plant and the Maceo Plant is in full operation.
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The modification of the Environmental License is not a required condition for the execution of the Initiation Act of the commissioning of the Maceo Plant. As of December 31, 2025, we do not expect to suffer a material adverse impact to our results of operations, liquidity and financial condition as a result of any pending resolution relating to the Domain Extinction Proceeding against the Affected Assets.
Cebu Cease and Desist Order
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. At the time, we were an indirect minority shareholder of ALQC, the principal raw material supplier of one of our former subsidiaries in the Philippines, APO Cement Corporation (“APO”).
On December 2, 2024, after we divested 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. Additionally, 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. The Cebu Cease and Desist Order was extended several times but later annulled by the Philippine Court of Appeals. After the Province of Cebu filed a motion for reconsideration, the Philippine Court of Appeals confirmed the annulment of the Cebu Cease and Desist Order on July 30, 2025. The Province of Cebu did not file any motion for reconsideration or appeal against this resolution within the legally prescribed term; and, therefore, as of December 31, 2025, the annulment of the Cebu Cease and Desist Order is expected to be definitive once the Philippine Court of Appeals issues the corresponding entry of judgment and certificate of finality.
On December 16, 2024, Impact Assets Corporation (“IAC”), a company in the Philippines in which we had a 40% equity interest at the time 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 were determined to be 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 under the terms of the Philippines Divestment’s main transactional documents. As of December 31, 2025, 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 December 31, 2025, 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, 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 Order.
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UK Claim for Compensation pursuant to a Compulsory Purchase Order
On June 29, 2023, Cemex UK Operations Limited filed a claim with the Upper Tribunal Lands Chamber (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 (High Speed 2 or “HS2”). Cemex’s claim elements comprise of 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 advance payment of £14 million ($18.86 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00) as partial compensation for the land, as well as other assets, and loss of profits. 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 £9 million ($12.12 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00), no definite settlement was agreed and so the matter proceeded to trial. In September 2025, Cemex received a further advance payment from the Department for Transport, which funds HS2, of £9 million ($12.12 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00). On November 18, 2025, the Lands Tribunal ruling was rendered and we were awarded a sum of £29.93 million ($40.33 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00) for those parts of our claim that remained outstanding following the first hearing held in January 2025. As of December 31, 2025, the total compensation payable to Cemex totals £56.04 million ($75.73 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00) and we also expect to recover statutory interest and legal costs, to be determined. The advance payments received as of December 31, 2025 are £32.75 million ($44.26 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00) and the amount pending to be collected is £23.28 million ($31.46 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00). The sum of the advance payments already made to Cemex from the Department for Transport will be deducted. As of December 31, 2025, we cannot assess with certainty whether the Lands Tribunal’s ruling rendered on November 18, 2025 will be appealed by the Secretary of State for Transport. As of December 31, 2025, we believe an adverse resolution, if given an appeal, would not have a material adverse impact on our results of operations, liquidity, and financial condition.
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, 2024 and 2025, and for each of the three years ended December 31, 2023, 2024 and 2025 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, 2024 and 2025, and for each of the three years ended December 31, 2023, 2024 and 2025 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 year ended December 31, 2023 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the income statements, net of income tax, in the single line item “Discontinued operations;” (ii) for the year ended December 31, 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the income statements, net of income tax, in the single line item “Discontinued operations;” (iii) for the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025, our operations in the Dominican Republic are reported in the income statements, net of income tax, in the single line item “Discontinued operations;” (iv) for the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025, our operations in Panama are reported in the income statements, 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 5.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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, 2025 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, 2023, 2024 and 2025 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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| 2023 | 2024 | 2025 | 2023 | 2024 | 2025 | 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||
| Mexico |
$ | 5,060 | $ | 4,881 | $ | 4,364 | $ | (205 | ) | $ | (136 | ) | $ | (82 | ) | $ | 4,855 | $ | 4,745 | $ | 4,282 | |||||||||||||||
| United States |
5,338 | 5,194 | 5,008 | — | — | (7 | ) | 5,338 | 5,194 | 5,001 | ||||||||||||||||||||||||||
| Europe |
3,718 | 3,681 | 3,819 | (91 | ) | (99 | ) | (22 | ) | 3,627 | 3,582 | 3,797 | ||||||||||||||||||||||||
| MEA |
1,093 | 1,010 | 1,299 | (2 | ) | — | — | 1,091 | 1,010 | 1,299 | ||||||||||||||||||||||||||
| SCA&C |
1,072 | 1,100 | 1,144 | (30 | ) | (36 | ) | (32 | ) | 1,042 | 1,064 | 1,112 | ||||||||||||||||||||||||
| Reportable segments |
— | — | — | — | — | — | 15,953 | 15,595 | 15,491 | |||||||||||||||||||||||||||
| Other activities(3) |
451 | 468 | 641 | — | — | — | 451 | 468 | 641 | |||||||||||||||||||||||||||
| Consolidated amounts |
$ | 16,404 | $ | 16,063 | $ | 16,132 | ||||||||||||||||||||||||||||||
| (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 168 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, 2024 and 2025, 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, 2023, 2024 and 2025 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.”
| Revenues Including Intragroup Transactions For the Year Ended December 31,(1) |
External Revenues For the Year Ended |
Operating Earnings Expenses, Net For the Year Ended |
Total Assets at December 31, |
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| 2023 | 2024 | 2025 | 2023 | 2024 | 2025 | 2023 | 2024 | 2025 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||
| Mexico |
26 | % | 26 | % | 24 | % | 30 | % | 30 | % | 27 | % | 65 | % | 70 | % | 67 | % | 15 | % | 19 | % | ||||||||||||||||||||||
| United States |
28 | % | 28 | % | 28 | % | 33 | % | 32 | % | 31 | % | 29 | % | 28 | % | 27 | % | 48 | % | 45 | % | ||||||||||||||||||||||
| Europe |
19 | % | 20 | % | 21 | % | 22 | % | 22 | % | 24 | % | 15 | % | 14 | % | 17 | % | 16 | % | 16 | % | ||||||||||||||||||||||
| MEA |
6 | % | 5 | % | 7 | % | 7 | % | 6 | % | 8 | % | 4 | % | 4 | % | 8 | % | 4 | % | 5 | % | ||||||||||||||||||||||
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| Revenues Including Intragroup Transactions For the Year Ended December 31,(1) |
External Revenues For the Year Ended |
Operating Earnings Expenses, Net For the Year Ended |
Total Assets at December 31, |
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| 2023 | 2024 | 2025 | 2023 | 2024 | 2025 | 2023 | 2024 | 2025 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||
| SCA&C |
6 | % | 6 | % | 6 | % | 5 | % | 7 | % | 7 | % | 8 | % | 7 | % | 6 | % | ||||||||||||||||||||||||||
| Reportable segments |
— | — | — | 97 | % | 97 | % | 97 | % | 120 | % | 124 | % | 127 | % | 90 | % | 91 | % | |||||||||||||||||||||||||
| Other activities(3) |
— | — | — | 3 | % | 3 | % | 3 | % | (20 | )% | (24 | )% | (27 | )% | 9 | % | 9 | % | |||||||||||||||||||||||||
| Assets held for sale |
— | — | — | — | — | — | — | — | — | 1 | % | — | ||||||||||||||||||||||||||||||||
| Total consolidated (in millions of Dollars) |
$ | 16,404 | $ | 16,063 | $ | 16,132 | $ | 1,946 | $ | 1,823 | $ | 1,789 | $ | 27,299 | $ | 28,945 | ||||||||||||||||||||||||||||
| (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.” |
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, 2024 and 2025, and for the years ended December 31, 2023, 2024 and 2025, identified below are the accounting policies we have applied under IFRS that are critical to understanding our overall financial reporting.
Deferred Income Taxes
Our operations are subject to taxation in many different jurisdictions throughout the world. The effects reflected in the income statements 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.
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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 income statement 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 income statements.
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. 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 income statements 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.”
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Financial Instruments
Financial assets are classified as “Held to collect” and measured at amortized cost whether they meet both of the following conditions and are not designated at fair value through profit or loss: (a) they are held within a business model focused on collecting 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 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 income statement 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 income statement 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.
Derivative financial instruments are recognized as assets or liabilities in the statement of financial position at their estimated fair values, and the changes in such fair values are recognized in the income statement within “Financial income and other items, net” for the period in which they occur, except in the case of hedging instruments as described below.
(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 income statements 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.
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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 18.4 to Cemex, S.A.B. de C.V.’s 2025 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). 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.
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See note 18.4 to Cemex, S.A.B. de C.V.’s 2025 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. In such cases, an impairment loss is recorded in the income statements 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, 2024 and 2025, we recognized non-cash impairment losses of fixed assets for an amount of $36 million, $122 million and $92 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 addition, during the years ended December 31, 2023, 2024 and 2025, 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 2025 audited consolidated financial statements included elsewhere in this annual report.
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During the years ended December 31, 2023, 2024 and 2025 the breakdown of impairment losses of fixed assets by country was as follows:
| For the Year Ended December 31, | ||||||||||||
| 2023 | 2024 | 2025 | ||||||||||
| (in millions of dollars) | ||||||||||||
| Mexico |
$ | 4 | $ | 6 | $ | 21 | ||||||
| United States |
3 | 24 | 6 | |||||||||
| Europe |
14 | 74 | 46 | |||||||||
| SCA&C |
15 | 18 | 19 | |||||||||
| $ | 36 | $ | 122 | $ | 92 | |||||||
See note 15.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
We do not have intangible assets of indefinite life other than goodwill. 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 is determined by taking the higher of the value in use, which is calculated as the net present value of estimated future cash flows over five years plus terminal value, or the fair value of the group of CGUs if it can be measured. 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 reference to market transactions. 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.” Impairment charges recognized on goodwill are not reversed in subsequent periods.
For the year ended December 31, 2025, we recognized non-cash goodwill impairment losses of $430 million, reported within “Other expenses, net,” of which $307 million related to our United States operations and $123 million to our Colombia operations. In both cases, the book value of the group of CGUs exceeded their corresponding value in use. The impairment losses in the United States and Colombia were mainly driven by higher discount rates compared to 2024. In the United States, these losses were also partially due to lower projected cash flows. See notes 8 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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 group of CGUs 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 8 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 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 group of CGUs 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 8 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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For the years ended December 31, 2023 and 2024, our reportable operating segments as presented in note 5.3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report were organized by country and corresponded to our country-level groups of CGUs used for goodwill impairment testing purposes. In 2025, we redefined our reportable operating segments to reflect a regional structure; accordingly, our reportable operating segments no longer correspond to the country-level groups of CGUs used for goodwill impairment testing purposes. The country-level groups of CGUs used for goodwill impairment testing remain unchanged and continue to represent the lowest level at which goodwill is allocated, as described in note 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. In arriving at our determination that the country level represents the appropriate level for goodwill impairment testing across all years presented, we considered: (i) that after each acquisition, goodwill was allocated at the country level; (ii) that the operations within each country-level group of CGUs share similar economic characteristics; (iii) the homogenous nature of the items produced and traded within each country, which are all used by the construction industry; (iv) the vertical integration in the value chain of the products comprising each country’s operations; (v) the type of clients, which are substantially similar across all operations within each country; and (vi) the operative integration among business components within each country. 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. 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 2023, 2024 and 2025 were as follows:
| Discount Rates | Long-Term Growth Rate | |||||||||||||||||||||||
| Groups of CGUs |
2023 | 2024 | 2025 | 2023 | 2024 | 2025 | ||||||||||||||||||
| Mexico |
11.6% | 10.9% | 11.6% | 1.0% | 0.5% | 1.0% | ||||||||||||||||||
| United States |
10.1% | 9.4% | 10.1% | 2.0% | 2.1% | 2.1% | ||||||||||||||||||
| United Kingdom |
10.4% | 9.7% | 10.4% | 1.5% | 1.3% | 1.0% | ||||||||||||||||||
| France |
10.4% | 9.8% | 10.5% | 1.5% | 1.3% | 1.0% | ||||||||||||||||||
| Colombia |
12.7% | 12.1% | 12.7% | 3.3% | 3.3% | 3.0% | ||||||||||||||||||
| Range of rates in other countries |
10.3% - 14.7% | 9.6% - 12.8% | 10.3% - 13.8% | 1.1% - 4.0% | 0.7% - 4.0% | 1.0% - 3.0% | ||||||||||||||||||
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The discount rates used in our cash flow projections for determining the value in use of our country-level groups of CGUs to which goodwill has been allocated as of December 31, 2025, increased compared to 2024. This increase is mainly attributed to the increase in the risk-free rate associated with our segments, which changed from 4.25% in 2024 to 4.72% in 2025, and the slight increase in the market premium, which changed from 6.0% in 2024 to 6.1% in 2025. These increases were partially offset by the reduction in the funding cost, which changed from 5.3% in 2024 to 4.9% in 2025, the reduction in the weight of debt, which changed from 21.1% in 2024 to 16.1% in 2025, and the slight reduction in the public comparable companies’ stock volatility (“Beta”), which changed from 1.05 in 2024 to 1.04 in 2025.
The discount rates used in our cash flow projections for determining the value in use of our country-level groups of CGUs 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.
As of December 31, 2025, we identified higher discount rates in the United States and Colombia as the main drivers of the goodwill impairment losses recognized in both country-level groups of CGUs. In both cases, the increase in discount rates was primarily driven by an increase in the risk-free rate, which changed from 4.25% as of December 31, 2024 to 4.72% as of December 31, 2025, partially offset by a reduction in the funding cost, which changed from 5.3% as of December 31, 2024 to 4.9% as of December 31, 2025, and a reduction in the country risk premium applicable to Colombia, which changed from 3.4% as of December 31, 2024 to 3.2% as of December 31, 2025. We continually monitor the evolution of the country-level groups 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 additional goodwill impairment losses 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, 2025.
| Impairment effects from the sensitivity analyses to changes in assumptions as of December 31, 2025 |
||||||||||||
| Groups of CGUs |
Impairment losses recognized |
Discount Rate +1% |
Long-term Growth rate -1% |
|||||||||
| United States |
$ | 307 | 1,097 | 829 | ||||||||
| Colombia |
$ | 123 | 75 | 53 | ||||||||
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.
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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. 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.
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Results of Operations
Selected Consolidated Financial Information
The financial data set forth below as of December 31, 2024 and 2025, and for each of the three years ended December 31, 2023, 2024 and 2025 have been derived from, and should be read in conjunction with, and are qualified in their entirety by reference to, Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Cemex, S.A.B. de C.V.’s 2025 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, 2025, we reported a controlling interest net income of $960 million, which was 2% higher than 2024. Net income for 2025 was driven by gains from discontinued operations, primarily from the sale of our operations in the Dominican Republic, and favorable foreign exchange results. This increase was partially mitigated by a higher effective tax rate and higher other expenses, net, which increased from an expense of $1 million in 2024 to an expense of $784 million in 2025, mainly due to non-cash goodwill impairment losses and restructuring charges related to our Cutting-Edge program.
Cemex, S.A.B. de C.V. and Subsidiaries
Selected Consolidated Financial Information
| As of and for the Year Ended December 31, |
||||||||||||
| 2023 | 2024 | 2025 | ||||||||||
| (in millions of Dollars, except ratios and share and per share amounts) |
||||||||||||
| Income Statements: | ||||||||||||
| Revenues |
$ | 16,404 | $ | 16,063 | $ | 16,132 | ||||||
| Cost of sales(1) |
(10,868 | ) | (10,655 | ) | (10,821 | ) | ||||||
| Gross profit |
5,536 | 5,408 | 5,311 | |||||||||
| Operating expenses |
(3,590 | ) | (3,585 | ) | (3,522 | ) | ||||||
| Operating earnings before other expenses, net(2) |
1,946 | 1,823 | 1,789 | |||||||||
| Other expenses, net |
(205 | ) | (1 | ) | (784 | ) | ||||||
| Operating earnings(2) |
1,741 | 1,822 | 1,005 | |||||||||
| Financial items(3) |
(513 | ) | (924 | ) | (306 | ) | ||||||
| Share of profit of equity accounted investments |
98 | 93 | 90 | |||||||||
| Earnings before income tax |
1,326 | 991 | 789 | |||||||||
| Income tax |
(1,205 | ) | (67 | ) | (385 | ) | ||||||
| Discontinued operations(4) |
78 | 36 | 566 | |||||||||
| Non-controlling interest net income |
17 | 21 | 10 | |||||||||
| Controlling interest net income |
182 | 939 | 960 | |||||||||
| Basic earnings per share(5)(6) |
0.0042 | 0.0217 | 0.0221 | |||||||||
| Diluted earnings per share(5)(6) |
0.0041 | 0.0213 | 0.0218 | |||||||||
| Basic earnings per share from continuing operations(5)(6) |
0.0024 | 0.0209 | 0.0091 | |||||||||
| Diluted earnings per share from continuing operations(5)(6) |
0.0023 | 0.0205 | 0.0090 | |||||||||
| Number of shares outstanding(5)(7)(8) |
44,110 | 44,066 | 44,082 | |||||||||
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| As of and for the Year Ended December 31, |
||||||||||||
| 2023 | 2024 | 2025 | ||||||||||
| (in millions of Dollars, except ratios and share and per share amounts) |
||||||||||||
| Income Statements: | ||||||||||||
| Statement of Financial Position: |
||||||||||||
| Cash and cash equivalents |
624 | 864 | 1,822 | |||||||||
| Assets held for sale and other current assets(9) |
191 | 370 | 144 | |||||||||
| Property, machinery and equipment, net and assets for the right-of-use, net(13) |
12,466 | 11,240 | 12,168 | |||||||||
| Other assets |
15,152 | 14,825 | 14,811 | |||||||||
| Total assets |
28,433 | 27,299 | 28,945 | |||||||||
| Current debt |
25 | 189 | 1,187 | |||||||||
| Other current liabilities |
6,761 | 5,903 | 6,160 | |||||||||
| Non-current debt |
6,203 | 5,340 | 4,457 | |||||||||
| Other non-current liabilities |
3,328 | 3,390 | 3,503 | |||||||||
| Total liabilities |
16,317 | 14,822 | 15,307 | |||||||||
| Non-controlling interest |
352 | 301 | 308 | |||||||||
| Total controlling interest |
11,764 | 12,176 | 13,330 | |||||||||
| Other Financial Information: |
||||||||||||
| Book value per share(5)(8)(10) |
0.2667 | 0.2763 | 0.3024 | |||||||||
| Operating EBITDA(11) |
3,119 | 3,057 | 3,080 | |||||||||
| Capital expenditures |
1,417 | 1,380 | 1,243 | |||||||||
| Depreciation and amortization of assets |
1,173 | 1,234 | 1,291 | |||||||||
| Cash flows provided by operating activities from continuing operations |
3,108 | 3,229 | 2,726 | |||||||||
| Basic earnings per CPO from continuing operations(5)(6) |
0.0072 | 0.0627 | 0.0273 | |||||||||
| Basic earnings per CPO(5)(6) |
0.0126 | 0.0651 | 0.0663 | |||||||||
| Total debt plus other financial obligations(12) |
8,164 | 7,358 | 7,460 | |||||||||
| (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 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 income statements, 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 2025 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 income statements 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 note 9 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. |
| (4) | Considering any component that has been disposed of or classified as held for sale and represents a separate major line of business, geographical area, or is part of a single disposal plan, our income statements 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 year ended December 31, 2023 and for the period from January 1 to December 2, 2024; (b) the operating segment in Guatemala for the year ended December 31, 2023 and for the period from January 1 to September 10, 2024; (c) Dominican Republic operations for the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025; and (d) Panama for the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025. See note 5.2 in Cemex, S.A.B. de C.V.’s 2025 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, 2025, 99.99% of Cemex, S.A.B. de C.V.’s outstanding share capital was represented by CPOs, with each ADS representing 10 CPOs. No CPOs were repurchased in 2023, 2024 and 2025 under the repurchase programs authorized at Cemex, S.A.B. de C.V.’s AGMs held on March 24, 2022, March 23, 2023, March 22, 2024 and March 25, 2025. |
| (6) | Earnings per share is calculated based upon the weighted-average number of shares outstanding during the year, as described in note 23 to Cemex, S.A.B. de C.V.’s 2025 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 5.2 and 24 to Cemex, S.A.B. de C.V.’s 2025 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, 2023, “Basic |
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| earnings per share” and “Diluted earnings per share” include $0.0024 and $0.0023, respectively, from “Continued operations,” for the year ended December 31, 2024, “Basic earnings per share” and “Diluted earnings per share” include $0.0209 and $0.0205, respectively, from “Continued operations” and for the year ended December 31, 2025, “Basic earnings per share” and “Diluted earnings per share” include $0.0091 and $0.0090, respectively, from “Continued operations.” In addition, 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,” for the year ended December 31, 2024, “Basic earnings per share” and “Diluted earnings per share” include $0.0008 and $0.0008, respectively, from “Discontinued operations” and for the year ended December 31, 2025, “Basic earnings per share” and “Diluted earnings per share” include $0.0130 and $0.0128, respectively, from “Discontinued operations.” See note 24 to Cemex, S.A.B. de C.V.’s 2025 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 year ended December 31, 2023. No recapitalization of retained earnings or cash dividend was proposed at Cemex, S.A.B. de C.V.’s AGM held on March 23, 2023. Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s AGM held on March 22, 2024, Cemex, S.A.B. de C.V. paid a cash dividend to shareholders during the years ended December 31, 2024 and 2025 in four 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), $0.013886 Mexican Pesos per share (equivalent to $0.000689 per share) and $0.013974 Mexican pesos per share (equivalent to $0.000689 per share). Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s AGM held on March 25, 2025, Cemex, S.A.B. de C.V. paid a cash dividend to shareholders during the year ended December 31, 2025 in three installments of $0.014105 Mexican Pesos per share (equivalent to $0.000746 per share), $0.013699 Mexican Pesos per share (equivalent to $0.000746 per share) and $0.013468 Mexican Pesos per share (equivalent to $0.000746 per share). |
| (8) | Represents the weighted average number of shares diluted included in note 24 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. |
| (9) | For the years ended December 31, 2023, 2024 and 2025, included other assets held for sale for $49 million, $36 million and $42 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 18.1 to Cemex, S.A.B. de C.V.’s 2025 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 income statements, 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 cash flows statement. Financial expense as reported in the income statements does not include the coupon payments of Subordinated Notes of $120 million in 2023, $143 million in 2024 and $127 million in 2025 as described in note 22.2 to Cemex, S.A.B. de C.V.’s 2025 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 18.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. |
| For the Year Ended December 31, | ||||||||||||
| 2023 | 2024 | 2025 | ||||||||||
| (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 |
$ | 3,108 | $ | 3,229 | $ | 2,726 | ||||||
| Plus/minus: |
||||||||||||
| Changes in working capital excluding income taxes |
(192 | ) | (223 | ) | 32 | |||||||
| Depreciation and amortization of assets |
(1,173 | ) | (1,234 | ) | (1,291 | ) | ||||||
| Other items, net |
203 | 51 | 322 | |||||||||
| Operating earnings before other expenses, net |
1,946 | 1,823 | 1,789 | |||||||||
| Plus: |
||||||||||||
| Depreciation and amortization of assets |
1,173 | 1,234 | 1,291 | |||||||||
| Operating EBITDA |
3,119 | 3,057 | 3,080 | |||||||||
Consolidation of Our Results of Operations
Cemex, S.A.B. de C.V.’s 2025 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.
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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 significant businesses, our income statements 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 year ended December 31, 2023 and for the period from January 1 to December 2, 2024; (b) Guatemala operations for the year ended December 31, 2023 and for the period from January 1 to September 10, 2024; (c) Dominican Republic operations for the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025; and (d) Panama operations for the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025. See note 5.2 in Cemex, S.A.B. de C.V.’s 2025 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 2025 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.
Significant Transactions
For the years ended December 31, 2023, 2024 and 2025, our consolidated results reflect the following transactions:
| • | On October 6, 2025, we concluded the sale of substantially all our operations and the majority of our assets in Panama to Grupo Estrella for a total consideration of $200 million, subject to final adjustments. The divested assets mainly consist of one cement plant in Calzada Larga, Chilibre, which, as of December 31, 2024, had an installed cement capacity of around 1.2 million metric tons per year, and related cement, ready-mix concrete, aggregates assets, and rights to acquire additional reserves from operations in Panama. For the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025, our operations in Panama are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a loss on sale of $63 million and a goodwill cancellation of $24 million. |
| • | On October 6, 2025, we announced that we increased our holdings to a majority stake in Couch, by an additional 30%, for a price of $34 million, expanding our investment in Couch from 49% to 79%. Couch is a sand and gravel supplier across the southeastern United States that operates seven sand and gravel pits and five marine terminals. During the year ended December 31, 2025, we determined goodwill for this transaction for $25 million. |
| • | On January 30, 2025, we completed the sale of our operations in the Dominican Republic to Progreso, and its strategic partners for a total consideration of $928 million, after adjustments for final cash, debt, and working capital balances. The divested assets mainly consist of one cement plant in the Dominican Republic consisting of two integrated production lines and related cement, concrete and aggregates assets; marine terminals and a |
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| commercialization business to Haiti. For the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025, our operations in the Dominican Republic are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a gain on sale of $551 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of sale and goodwill cancellation of $13 million. |
| • | 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. 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. At the time of the transaction, CASEC owned 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 year ended December 31, 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the income statements, 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. |
| • | 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 year ended December 31, 2023 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the income statements, 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 a 51% controlling interest in a Berlin-based recycling company from the Heim Group in Germany for a price of $4 million. This company processes mineral construction, demolition, excavation materials and operates one plant to store biogenic CO2 in recycled mineral waste. |
| • | During 2023, we completed the acquisition of various business and controlling interest acquisitions, primarily in the aggregates, mortars, maritime operations, adhesives, and construction demolition and excavation waste recycling sectors, for a total consideration of $101 million. We determined goodwill for these transactions for $6 million. |
| • | 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 |
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| 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 ($29 million as of December 31, 2025, based on an exchange rate of 3,757.08 Colombian Pesos to $1.00). |
| • | 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 ($36 million as of December 31, 2023, based on an exchange rate of 58.822 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. |
See notes 5.1 and 5.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Consolidated Income Statements Data
The following table sets forth our selected consolidated income statements data for each of the years ended December 31, 2023, 2024 and 2025 expressed as a percentage of revenues.
| Year Ended December 31, | ||||||||||||
| 2023 | 2024 | 2025 | ||||||||||
| Revenues |
100 | % | 100 | % | 100 | % | ||||||
| Cost of sales |
(66.3 | ) | (66.3 | ) | (67.1 | ) | ||||||
| Gross profit |
33.8 | 33.7 | 32.9 | |||||||||
| Operating expenses |
(21.9 | ) | (22.3 | ) | (21.8 | ) | ||||||
| Operating earnings before other expenses, net |
11.9 | 11.4 | 11.1 | |||||||||
| Other expenses, net |
(1.3 | ) | (0.1 | ) | (4.9 | ) | ||||||
| Operating earnings |
10.6 | 11.3 | 6.2 | |||||||||
| Financial expense |
(3.2 | ) | (3.4 | ) | (2.8 | ) | ||||||
| Financial income and other items, net |
0.1 | (2.3 | ) | 0.9 | ||||||||
| Share of profit on equity accounted investments |
0.6 | 0.6 | 0.6 | |||||||||
| Earnings before income tax |
8.1 | 6.2 | 4.9 | |||||||||
| Income tax |
(7.4 | ) | (0.4 | ) | (2.4 | ) | ||||||
| Net income from continuing operations |
0.7 | 5.8 | 2.5 | |||||||||
| Discontinued operations |
0.5 | 0.2 | 3.5 | |||||||||
| Consolidated net income |
1.2 | 6.0 | 6.0 | |||||||||
| Non-controlling interest net income |
0.1 | 0.1 | 0.1 | |||||||||
| Controlling interest net income |
1.1 | 5.9 | 5.9 | |||||||||
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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, 2023, 2024 and 2025. 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 (ii) 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. Administrative and selling expenses and distribution expenses are included in operating expenses. As a percentage of revenues, cost of sales represented 66.3%, 66.3% and 67.1% for the years ended December 31, 2023, 2024 and 2025, 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 21.9%, 22.3% and 21.8% for the years ended December 31, 2023, 2024 and 2025, 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 93.8%, 94.3% and 96.9% of consolidated operating expenses for the years ended December 31, 2023, 2024 and 2025, 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.
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For the years ended December 31, 2023, 2024 and 2025, Other expenses, net, amounted to $205 million, $1 million and $784 million, respectively. In 2023, it included impairment losses of other intangible assets and property, machinery, and equipment of $43 million, 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, and in 2025, it included impairment losses of goodwill, other intangible assets and property, machinery, and equipment of $538 million and restructuring costs of $179 million. As a percentage of revenues, Other expenses, net, represented 1.3%, 0.1% and 4.9% for the years ended December 31, 2023, 2024 and 2025, 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 0.1%, 2.3% and 0.9% for the years ended December 31, 2023, 2024 and 2025, respectively.
Income Tax
Income tax comprises current income taxes net of deferred income taxes. For the years ended December 31, 2023, 2024 and 2025 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 income statement, was 91.0%, 6.8% and 48.8% for the years ended December 31, 2023, 2024 and 2025, respectively. The effects reflected in the income statement for income taxes include the amounts incurred during the period and the amounts of deferred income taxes, determined according to the income tax law applicable to each subsidiary, reflecting uncertainty in income tax treatments. 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, 2025 Compared to Year Ended December 31, 2024
Summarized in the table below are the percentage (%) increases (+) and decreases (-) for the year ended December 31, 2025 compared to the year ended December 31, 2024 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.
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Reportable operating segments represent the components of our operations that engage in business activities from which we earn revenues and incur expenses, whose operating results are regularly reviewed by our Chief Executive Officer (“CEO”), who serves as our Chief Operating Decision Maker (“CODM”), to evaluate performance and allocate resources, and for which discrete financial information is available.
During 2025, following a leadership transition and the continuing reorganization of our reporting structures, we reassessed our operating segments in accordance with IFRS 8 to reflect how our CODM currently reviews financial and operating information. Previously, segment information was reported primarily by country; however, this presentation no longer aligned with how performance and resource allocation decisions are made. As a result, commencing with the year ended December 31, 2025, our operations are organized and reported in five reportable operating segments: (1) Mexico, (2) United States, (3) Europe, (4) MEA and (5) SCA&C. Europe includes the United Kingdom, France, Germany, Poland, Spain, the Czech Republic and Croatia. MEA includes Israel, Egypt and the UAE. SCA&C includes Colombia, Puerto Rico, Nicaragua, Jamaica and the Caribbean.
The information presented for prior periods has been recast to reflect the current reportable operating segment structure.
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 accounting policies applied to determine the financial information by reporting segment are consistent with those described in note 3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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, 2025 Compared to Year Ended December 31, 2024” 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) |
|||||||||||||||||||||
| Reporting Segment |
Cement | Ready-Mix Concrete |
Cement | Cement | Cement | Ready-Mix Concrete |
||||||||||||||||||
| Mexico |
-8% | -11% | -50% | -28% | 5% | 6% | ||||||||||||||||||
| United States |
-3% | -6% | — | — | -3% | 1% | ||||||||||||||||||
| Europe |
5% | -2% | -25% | -5% | -2% | 2% | ||||||||||||||||||
| MEA |
11% | 17% | — | 7% | 45% | 4% | ||||||||||||||||||
| SCA&C |
2% | -5% | — | 25% | 2% | 5% | ||||||||||||||||||
| “—“ | = Not Applicable |
| (1) | Represents the average change in domestic cement and ready-mix concrete prices in local currency terms. For the purpose of our Europe and MEA reportable segments, which comprise 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 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 Europe, MEA and SCA&C reportable segments are based on total sales volumes in the respective segment. |
On a consolidated basis, our cement sales volumes increased 3%, from 51.3 million tons in 2024 to 52.6 million tons in 2025, and our ready-mix concrete sales volumes decreased 2%, from 43.8 million cubic meters in 2024 to 42.9 million cubic meters in 2025.
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Our revenues remained relatively flat, from $16,063 million in 2024 to $16,132 million in 2025, and our operating earnings before other expenses, net decreased 2%, from $1,823 million in 2024 to $1,789 million in 2025. 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, 2024 and 2025. 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 income statements 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 |
Approximate |
Variation in |
Revenues Including Intragroup Transactions For the Years Ended |
Variation |
Approximate |
Variation in |
External For the Years |
||||||||||||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||||||||||||||||||
| Mexico |
-7% | -4% | -11% | 4,881 | 4,364 | -6% | -4% | -10% | 4,745 | 4,282 | ||||||||||||||||||||||||||||||
| United States |
-4% | — | -4% | 5,194 | 5,008 | -4% | — | -4% | 5,194 | 5,001 | ||||||||||||||||||||||||||||||
| Europe |
-1% | +5% | +4% | 3,681 | 3,819 | +35% | -29% | +6% | 3,582 | 3,797 | ||||||||||||||||||||||||||||||
| MEA |
+22% | +7% | +29% | 1,010 | 1,299 | +23% | +6% | +29% | 1,010 | 1,299 | ||||||||||||||||||||||||||||||
| SCA&C |
+4% | — | +4% | 1,100 | 1,144 | +5% | — | +5% | 1,064 | 1,112 | ||||||||||||||||||||||||||||||
| Reportable Segments |
— | — | — | — | — | -1% | — | -1% | 15,595 | 15,491 | ||||||||||||||||||||||||||||||
| Other Activities |
— | — | — | — | — | +37% | — | +37% | 468 | 641 | ||||||||||||||||||||||||||||||
| Total Consolidated |
— | — | — | — | — | — | — | — | 16,063 | 16,132 | ||||||||||||||||||||||||||||||
| “—“ | = Not Applicable |
| (1) | Represents the variation in local currency terms. For the purposes of our Europe and MEA reportable segments, which comprise 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 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 Other Expenses, Net(1) For the Year Ended December 31, |
Plus: Depreciation and Amortization |
Operating EBITDA(2) For the Year Ended December 31, |
||||||||||||||||||||||
| Reporting Segment |
2024 | 2025 | 2024 | 2025 | 2024 | 2025 | ||||||||||||||||||
| Mexico |
$ | 1,268 | $ | 1,190 | $ | 207 | $ | 214 | $ | 1,475 | $ | 1,404 | ||||||||||||
| United States |
517 | 484 | 514 | 495 | 1,031 | 979 | ||||||||||||||||||
| Europe |
252 | 296 | 258 | 273 | 510 | 569 | ||||||||||||||||||
| MEA |
78 | 148 | 49 | 71 | 127 | 219 | ||||||||||||||||||
| SCA&C |
150 | 150 | 64 | 73 | 214 | 223 | ||||||||||||||||||
| Reportable Segments |
2,265 | 2,268 | 1,092 | 1,126 | 3,357 | 3,394 | ||||||||||||||||||
| Other Activities |
(442 | ) | (479 | ) | 142 | 165 | (300 | ) | (314 | ) | ||||||||||||||
| Total Consolidated |
$ | 1,823 | $ | 1,789 | $ | 1,234 | $ | 1,291 | $ | 3,057 | $ | 3,080 | ||||||||||||
| (1) | We include the line item titled “Operating earnings before other expenses, net” in our income statements 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 2025 audited consolidated financial statements included elsewhere in this annual report. |
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| (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 18.1 to Cemex, S.A.B. de C.V.’s 2025 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 remained relatively flat, from $16,063 million in 2024 to $16,132 million in 2025. The change in our revenues was mainly attributable to higher prices of our products in local currency, partially offset by lower volumes in our markets. 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 5.3 to Cemex, S.A.B. de C.V.’s 2025 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 8% in 2025 compared to 2024, and ready-mix concrete sales volumes decreased 11% over the same period. Our revenues from our operations in Mexico represented 30% and 27% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively. As of December 31, 2025, our operations in Mexico represented 19% of our total assets in Dollar terms. During 2025, the decrease in cement, ready-mix concrete, and aggregates volumes was driven by a strong prior year comparison base from pre-electoral spending in infrastructure and rural roads, as well as typical demand seasonality in the first year of a new government administration. Our cement export volumes from our operations in Mexico, which represented 4% of our Mexican cement sales volumes for the year ended December 31, 2025, of which 39% corresponded to external customers and 61% corresponded to revenues from transactions with other operating segments, decreased 43% in 2025 compared to 2024, mainly due to lower export to the United States. Of our total cement export volumes from our operations in Mexico during 2025, which include both exports to external customers and exports to other operating segments, 66% was shipped to the United States and 34% to our SCA&C segment. Our average sales price of domestic cement from our operations in Mexico increased 4%, in Mexican Peso terms, in 2025 compared to 2024, and our average sales price of ready-mix concrete increased 6%, in Mexican Peso terms, over the same period.
For the year ended December 31, 2025, our Mexico segment’s external revenues were derived primarily from cement, which represented 57% of the segment’s external revenues, followed by ready-mix concrete at 30%, Urbanization Solutions at 10%, and aggregates at 3%.
As a result of decreases in domestic cement, ready-mix concrete, and aggregates sales volumes, as well as a decrease in cement export sales, partially offset by increases in domestic cement and ready-mix concrete sales prices, external revenues in Mexico, in Mexican Peso terms, decreased 7% in 2025 compared to 2024.
United States
Our domestic cement sales volumes to external customers from our operations in the United States decreased 3% in 2025 compared to 2024, and ready-mix concrete sales volumes decreased 6% over the same period. The decrease in domestic cement and ready-mix concrete sales volumes were primarily attributable to continued softness in the residential sector and adverse weather conditions, partially offset by strength in the infrastructure and industrial sectors. Our operations in the United States represented 32% and 31% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively. As of December 31, 2025, our operations in the United States represented 45% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in the United States decreased 1%, in Dollar terms, in 2025 compared to 2024, and our average ready-mix concrete sales price increased 1%, in Dollar terms, over the same period.
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For the year ended December 31, 2025, our United States segment’s external revenues were derived primarily from ready-mix concrete, which represented 55% of the segment’s external revenues, followed by cement at 24%, aggregates at 15%, and Urbanization Solutions at 6%.
As a result of decreases in domestic cement and ready-mix concrete sales volumes and a decrease in domestic cement sales prices, partially offset by an increase in ready-mix concrete sales prices, external revenues from our operations in the United States, in Dollar terms, decreased 4% in 2025 compared to 2024.
Europe
Our domestic cement sales volumes to external customers from our operations in Europe increased 5% in 2025 compared to 2024, and ready-mix concrete sales volumes decreased 2% over the same period. The increase in domestic cement sales volumes was primarily driven by infrastructure activity in Eastern Europe and sustained housing activity and infrastructure investment in Spain, despite difficult weather conditions in certain markets during the year. Our operations in Europe represented 22% and 24% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively. Our cement export volumes from our operations in Europe, which represented 12% of our Europe cement sales volumes for the year ended December 31, 2025, of which 54% corresponded to external customers and 46% corresponded to revenues from transactions with other operating segments, decreased 15% in 2025 compared to 2024, mainly due to lower volumes exported in Europe. As of December 31, 2025, our operations in Europe represented 16% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in Europe decreased 2%, in Euro terms, in 2025 compared to 2024, and our average ready-mix concrete sales price increased 2%, in Euro terms, over the same period.
For the year ended December 31, 2025, our Europe segment’s external revenues were derived primarily from ready-mix concrete, which represented 42% of the segment’s external revenues, followed by cement at 34%, aggregates at 19%, and Urbanization Solutions at 5%.
As a result of increases in domestic cement sales volumes and ready-mix concrete sales prices, and the appreciation of the Euro against the Dollar, partially offset by decreases in domestic cement sales prices and ready-mix concrete sales volumes, external revenues from our operations in Europe, in Dollar terms, increased 6% in 2025 compared to 2024.
MEA
Our domestic cement sales volumes to external customers from our operations in the MEA segment increased 11% in 2025 compared to 2024, and ready-mix concrete sales volumes increased 17% over the same period. The increase in volumes was primarily driven by strong demand across the region, supported by infrastructure activity, housing projects and favorable market conditions. Our operations in the MEA segment represented 6% and 8% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively. As of December 31, 2025, our operations in the MEA segment represented 5% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in MEA increased 45%, in Dollar terms, in 2025 compared to 2024, and our average ready-mix concrete sales price increased 4%, in Dollar terms, over the same period.
For the year ended December 31, 2025, our MEA segment’s external revenues were derived primarily from ready-mix concrete, which represented 69% of the segment’s external revenues, followed by cement at 20%, aggregates at 6%, and Urbanization Solutions at 5%.
As a result of increases in domestic cement and ready-mix concrete sales volumes and increases in domestic cement and ready-mix concrete sales prices, external revenues from our operations in the MEA segment, in Dollar terms, increased 29% in 2025 compared to 2024.
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SCA&C
Our domestic cement sales volumes to external customers from our operations in the SCA&C segment increased 2% in 2025 compared to 2024, and ready-mix concrete sales volumes decreased 5% over the same period. The increase in cement volumes was primarily driven by a recovery in demand from the informal sector and bagged cement sales in Colombia, as well as strong tourism-related construction and self-construction activity in Jamaica. Our operations in the SCA&C segment represented 7% and 7% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively. Our cement export volumes from our operations in SCA&C, which represented 4% of our SCA&C cement sales volumes for the year ended December 31, 2025, of which 100% corresponded to external customers, increased 25% in 2025 compared to 2024. As of December 31, 2025, our operations in the SCA&C segment represented 6% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in the SCA&C segment increased 3%, in Dollar terms, in 2025 compared to 2024, and our average ready-mix concrete sales price increased 7%, in Dollar terms, over the same period.
For the year ended December 31, 2025, our SCA&C segment’s external revenues were derived primarily from cement, which represented 78% of the segment’s external revenues, followed by ready-mix concrete at 18%, Urbanization Solutions at 3%, and aggregates at 1%.
As a result of increases in domestic cement sales volumes and increases in domestic cement and ready-mix concrete sales prices, partially offset by a decrease in ready-mix concrete sales volumes, external revenues from our operations in the SCA&C segment, in Dollar terms, increased 5% in 2025 compared to 2024.
Other Activities (Revenues)
Revenues from our other activities segment increased 37% in 2025 compared to 2024, in Dollar terms. Our revenues from our Other activities segment represented 3% and 3% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively.
Cost of Sales
Our cost of sales, including depreciation, increased 1.5%, from $10,655 million in 2024 to $10,821 million in 2025. As a percentage of revenues, cost of sales increased from 66.3% in 2024 to 67.1% in 2025. The increase as a percentage of revenues was mainly driven by an increase in fixed costs, as revenues remained relatively flat compared with 2024. 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 1.8% from $5,408 million in 2024 to $5,311 million in 2025. As a percentage of revenues, gross profit decreased from 33.7% in 2024 to 32.9% in 2025. 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 1.8%, from $3,585 million in 2024 to $3,522 million in 2025. As a percentage of revenues, operating expenses decreased from 22.3% in 2024 to 21.8% in 2025. The decrease as a percentage of revenues resulted primarily from lower transportation costs.
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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, 2024 and 2025, selling expenses included as part of the line item “Operating expenses” amounted to $434 million and $415 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 $1,824 million in 2024 and $1,736 million in 2025. As a percentage of revenues, distribution and logistics expenses remained flat at 11% in 2024 and 2025.
Operating Earnings Before Other Expenses, Net
For the reasons described above, our operating earnings before other expenses, net decreased 1.9% from $1,823 million in 2024 to $1,789 million in 2025. As a percentage of revenues, operating earnings before other expenses, net decreased 0.3% from 11.4% in 2024 to 11.1% in 2025. 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, 2025, in Dollar terms, our depreciation and amortization amounted to $1,291 million, a 4.6% increase compared to $1,234 million in 2024. During the year ended December 31, 2025, our capital expenditures amounted to $1,243 million, a 9.9% decrease compared to $1,380 million in 2024, due to lower assets base and changes in exchange rates. See the table beginning on page 177 of this annual report and note 5.3 to Cemex, S.A.B. de C.V.’s 2025 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 beginning on page 177 of this annual report and in note 5.3 to Cemex, S.A.B. de C.V.’s 2025 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 0.8% from $3,057 million in 2024 to $3,080 million in 2025. 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 2024 and 2025. 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 170 of this annual report under “Item 5. Operating and Financial Review and Prospects—Key Components of Results of Operations—Year Ended December 31, 2025 Compared to Year Ended December 31, 2024.”
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Mexico
Our operating earnings before other expenses, net, from our operations in Mexico remained flat in Mexican Peso terms and, decreased 6%, in Dollar terms, in 2025 compared to 2024. Our operating earnings before other expenses, net from our operations in Mexico represented 70% and 67% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2025, respectively, in Dollar terms. The decrease resulted primarily from lower volumes partially offset by strong pricing of our products and cost efficiencies.
In 2025, our Operating EBITDA from our operations in Mexico remained flat, in Mexican Peso terms, and decreased 5%, in Dollar terms, compared to 2024. In addition, our Operating EBITDA from our operations in Mexico represented 48% and 46% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2025, respectively, in Dollar terms.
United States
Our operating earnings before other expenses, net, from our operations in the United States decreased 6% in 2025 compared to 2024, in Dollar terms. Our operating earnings before other expenses, net from our operations in the United States represented 28% and 27% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2025, respectively, in Dollar terms. The decrease resulted primarily from soft demand conditions, difficult weather, and increased competitive pressure in select markets, which led to volume declines in domestic gray cement and ready-mix concrete, partially offset by higher aggregates prices and cost savings under Project Cutting Edge.
In 2025, our Operating EBITDA from our operations in the United States decreased 5%, in Dollar terms, compared to 2024. In addition, our Operating EBITDA from our operations in the United States represented 34% and 32% of our total consolidated Operating EBITDA for the year ended December 31, 2024 and 2025, respectively, in Dollar terms.
Europe
Our operating earnings before other expenses, net, from our operations in Europe increased 10%, in Euro terms, and 18%, in Dollar terms, in 2025 compared to 2024. Our operating earnings before other expenses, net from our operations in Europe represented 14% and 17% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2025, respectively, in Dollar terms. The increase resulted primarily from higher cement volumes, supported by infrastructure projects in Eastern Europe and sustained housing activity and infrastructure investment in Spain, combined with low single-digit price increases, partially offset by difficult weather conditions during the year.
In 2025, our Operating EBITDA from our operations in Europe increased 5%, in Euro terms, and 12%, in Dollar terms, compared to 2024. In addition, our Operating EBITDA from our operations in Europe represented 17% and 18% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2025, respectively, in Dollar terms.
MEA
Our operating earnings before other expenses, net, from our operations in the MEA segment increased 90%, in Dollar terms, in 2025 compared to 2024. Our operating earnings before other expenses, net from our operations in the MEA segment represented 4% and 8% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2025, respectively, in Dollar terms. The increase resulted primarily from higher cement and ready-mix volumes driven by recovering construction activity across the region, combined with strong pricing dynamics during the year.
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In 2025, our Operating EBITDA from our operations in the MEA segment increased 72%, in Dollar terms, compared to 2024. In addition, our Operating EBITDA from our operations in the MEA segment represented 4% and 7% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2025, respectively, in Dollar terms.
SCA&C
Our operating earnings before other expenses, net, from our operations in SCA&C remained flat, in Dollar terms, in 2025 compared to 2024. Our operating earnings before other expenses, net from our operations in SCA&C represented 8% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2025, in Dollar terms. The flat performance resulted primarily from pricing discipline and cement volume recovery in key markets, offset by the impact of adverse weather events and increased maintenance activities during the year.
In 2025, our Operating EBITDA from our operations in SCA&C increased 4%, in Dollar terms, compared to 2024. In addition, our Operating EBITDA from our operations in SCA&C represented 7% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2025, in Dollar terms.
Other Expenses, Net. Our other expenses, net, increased from an expense of $1 million in 2024 to an expense of $784 million in 2025. The increase was primarily driven by non-cash impairment losses of $538 million recognized in 2025, comprising goodwill impairment of $307 million in our United States operations and $123 million in our Colombia operations, as well as impairment losses on property, machinery and equipment of $92 million, compared to impairment losses of $122 million in 2024. Additionally, we recognized $179 million in restructuring costs under Project Cutting Edge during 2025. See notes 8, 15.1, 17.1 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
The most significant items included under this caption for the years ended December 31, 2024 and 2025, are as follows:
| For the Years Ended December 31, |
||||||||
| 2024 | 2025 | |||||||
| (in millions of Dollars) | ||||||||
| Impairment losses |
$ | (122 | ) | $ | (538 | ) | ||
| Results from the sale of assets and others, net |
131 | (67 | ) | |||||
| Restructuring costs |
(10 | ) | (179 | ) | ||||
| $ | (1 | ) | $ | (784 | ) | |||
Financial Expenses. Our financial expense decreased 17%, from $545 million in 2024 to $454 million in 2025, primarily attributable to a decrease in the weighted-average interest rates on our debt portfolio. See note 18.1 to Cemex, S.A.B. de C.V.’s 2025 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, from an expense of $379 million in 2024 to an income of $148 million in 2025. The increase is mainly due to a $232 million gain in foreign exchange results in 2025 compared to a $353 million loss in 2024, which was mainly due to the fluctuation of the Mexican Peso against the Dollar. This increase was partially compensated by a higher loss in results from financial instruments, net in 2025 compared to 2024. See notes 9 and 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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The most significant items included under this caption for the years ended December 31, 2024 and 2025 are as follows:
| For the Years Ended December 31, |
||||||||
| 2024 | 2025 | |||||||
| (in millions of Dollars) | ||||||||
| Financial income and other items, net: |
||||||||
| Foreign exchange results |
$ | (353 | ) | $ | 232 | |||
| Financial income |
36 | 48 | ||||||
| Results from financial instruments, net |
(4 | ) | (41 | ) | ||||
| Net interest cost of defined benefit liabilities |
(40 | ) | (39 | ) | ||||
| Effects of amortized cost on assets and liabilities |
(53 | ) | (49 | ) | ||||
| Others |
35 | (3 | ) | |||||
| $ | (379 | ) | $ | 148 | ||||
Income Taxes. Our income tax expense in the income statement, which is comprised of current income taxes plus deferred income taxes, increased from $67 million in 2024 to $385 million in 2025. Our current income tax expense decreased from $343 million in 2024 to $178 million in 2025, mainly due to the deduction in 2025 of interest expense previously not deducted in prior years in Mexico. Our deferred income tax changed from a gain of $276 million in 2024 to an expense of $207 million in 2025, primarily due to a decrease in deferred tax assets due to the deduction in 2025 of interest expense from prior years, partially offset by the recognition of deferred tax assets related to net operative losses and intangible assets in Mexico. See notes 21.1, 21.2, 21.3, and 21.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
For each of the years ended December 31, 2024 and 2025, our statutory income tax rate in Mexico was 30%. Our average effective income tax rate increased from 6.8% in 2024 to 48.8% in 2025, reflecting the increase in our income tax expense described above. 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 income statement. 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 21.3 to Cemex, S.A.B. de C.V.’s 2025 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 decreased from a net income from continuing operations of $924 million to a net income from continuing operations of $404 million in 2025. As a percentage of revenues, net income from continuing operations represented 5.8% and 2.5% for the years ended as of December 31, 2024 and 2025, respectively.
Discontinued Operations. For the years ended December 31, 2024 and 2025, our discontinued operations included in our consolidated income statements amounted to a net income from discontinued operations of $36 million and $566 million, respectively. As a percentage of revenues, income of discontinued operations, net of tax, represented 0.2% and 3.5% for the years ended December 31, 2024 and 2025, respectively. See note 5.2 to Cemex, S.A.B. de C.V.’s 2025 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 2025 increased from a consolidated net income of $960 million in 2024 to a consolidated net income of $970 million in 2025. As a percentage of revenues, consolidated net income represented 6.0% for the years ended as of December 31, 2024 and 2025.
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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 52%, from an income of $21 million in 2024 to an income of $10 million in 2025, primarily attributable to an decrease in the net income of the consolidated entities in which others have a non-controlling interest. See note 22.4 to Cemex, S.A.B. de C.V.’s 2025 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 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 $939 million in 2024 to a controlling interest net income of $960 million in 2025. As a percentage of revenues, controlling interest net income, represented 5.9% for the years ended as of December 31, 2024 and 2025.
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.
The segment information presented for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflects our current reportable operating segment structure, which consists of five reportable operating segments: (1) Mexico, (2) United States, (3) Europe, (4) MEA, and (5) SCA&C. The information for the years ended December 31, 2024 and 2023 has been recast to reflect the current reportable operating segment structure. See “—Year Ended December 31, 2025 Compared to Year Ended December 31, 2024” above for a description of our reportable operating segments and the reasons for this change. The accounting policies applied to determine the financial information by reporting segment are consistent with those described in note 3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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.
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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) |
|||||||||||||||||||||
| Reporting Segment |
Cement | Ready-Mix Concrete |
Cement | Cement | Cement | Ready-Mix Concrete |
||||||||||||||||||
| Mexico |
-1% | — | -50% | -27% | 3% | 7% | ||||||||||||||||||
| United States |
-6% | -10% | — | — | 2% | 5% | ||||||||||||||||||
| Europe |
— | -6% | 27% | — | — | -1% | ||||||||||||||||||
| MEA |
1% | -7% | — | -1% | 20% | -1% | ||||||||||||||||||
| SCA&C |
-2% | -5% | — | 586% | 4% | 11% | ||||||||||||||||||
| “—“ | = Not Applicable |
| (1) | Represents the average change in domestic cement and ready-mix concrete prices in local currency terms. For the purpose of our Europe and MEA reportable segments, which comprise 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 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 Europe, MEA and 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 51.7 million tons in 2023 to 51.3 million tons in 2024, and our ready-mix concrete sales volumes decreased 6%, from 46.6 million cubic meters in 2023 to 43.8 million cubic meters in 2024. Our revenues decreased 2%, from $16,404 million in 2023 to $16,063 million in 2024, and our operating earnings before other expenses, net decreased 6%, from $1,946 million in 2023 to $1,823 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.
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 income statements 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 |
Approximate |
Variation in |
Revenues Including Intragroup Transactions For the Years Ended |
Variation |
Approximate |
Variation in |
External Revenues For the Years Ended |
||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||
| Europe |
-1% | — | -1% | 3,718 | 3,681 | -1% | — | -1% | 3,627 | 3,582 | ||||||||||||||||||||||||||||||
| MEA |
-7% | -1% | -8% | 1,093 | 1,010 | -7 | — | -7% | 1,091 | 1,010 | ||||||||||||||||||||||||||||||
| SCA&C |
+3% | — | +3% | 1 | 1, | +2% | — | +2% | 1,042 | 1,064 | ||||||||||||||||||||||||||||||
| Reportable Segments |
— | — | — | — | — | -2% | — | -2% | 15,953 | 15,595 | ||||||||||||||||||||||||||||||
| Other Activities |
— | — | — | — | — | +4% | — | +4% | 451 | 468 | ||||||||||||||||||||||||||||||
| Total Consolidated |
— | — | — | — | — | -2% | — | -2% | 16,404 | 16,063 | ||||||||||||||||||||||||||||||
| “—“ | = Not Applicable |
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| (1) | Represents the variation in local currency terms. For the purposes of our Europe and MEA reportable segments, which comprise 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 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 Other Expenses, Net(1) For the Year Ended December 31, |
Plus: Depreciation and Amortization |
Operating EBITDA(2) For the Year Ended December 31, |
||||||||||||||||||||||
| 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 | ||||||||||||||||||
| Europe |
285 | 252 | 244 | 258 | 529 | 510 | ||||||||||||||||||
| MEA |
84 | 78 | 50 | 49 | 134 | 127 | ||||||||||||||||||
| SCA&C |
143 | 150 | 56 | 64 | 199 | 214 | ||||||||||||||||||
| Reportable Segments |
2,336 | 2,265 | 1,054 | 1,092 | 3,390 | 3,357 | ||||||||||||||||||
| Other Activities |
(390 | ) | (442 | ) | 119 | 142 | (271 | ) | (300 | ) | ||||||||||||||
| Total Consolidated |
$ | 1,946 | $ | 1,823 | $ | 1,173 | $ | 1,234 | $ | 3,119 | $ | 3,057 | ||||||||||||
| (1) | We include the line item titled “Operating earnings before other expenses, net” in our income statements 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 2025 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 18.1 to Cemex, S.A.B. de C.V.’s 2025 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 $16,404 million in 2023 to $16,063 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 5.3 to our 2025 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 30% and 30%, 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. 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.
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For the year ended December 31, 2024, our Mexico segment’s external revenues were derived primarily from cement, which represented 54% of the segment’s external revenues, followed by ready-mix concrete at 30%, Urbanization Solutions at 13%, and aggregates at 3%.
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 33% and 32% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2024, 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.
For the year ended December 31, 2024, our United States segment’s external revenues were derived primarily from ready-mix concrete, which represented 56% of the segment’s external revenues, followed by cement at 23%, aggregates at 18%, and Urbanization Solutions at 3%.
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.
Europe
Our domestic cement sales volumes to external customers from our operations in Europe remained flat in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 6% over the same period. The flat domestic cement sales volumes and the decrease in ready-mix concrete sales volumes were primarily driven by challenging market conditions across several markets in the region, including reduced infrastructure investment and continued pressure from high interest rates in the housing sector in the United Kingdom, and difficult economic conditions in France and Germany, partially offset by volume growth in Poland. Our operations in Europe represented 22% and 22% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2024, respectively. Our cement export volumes from our operations in Europe, which represented 15% of our Europe cement sales volumes for the year ended December 31, 2024, of which 48% corresponded to external customers and 52% corresponded to revenues from transactions with other operating segments, increased 12% in 2024 compared to 2023, mainly due to higher volumes exported in Europe. As of December 31, 2024, our operations in Europe represented 17% of our total assets in Dollar terms. Our average domestic cement sales price from our operations in Europe remained flat in Euro terms in 2024 compared to 2023, and our average ready-mix concrete sales price decreased 1% in Euro terms over the same period.
For the year ended December 31, 2024, our Europe segment’s external revenues were derived primarily from ready-mix concrete, which represented 43% of the segment’s external revenues, followed by cement at 33%, aggregates at 19%, and Urbanization Solutions at 5%.
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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 from our operations in Europe, in Dollar terms, decreased 1% in 2024 compared to 2023.
MEA
Our domestic cement sales volumes to external customers from our operations in the MEA segment increased 1% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 7% over the same period. The increase in domestic cement sales volumes was primarily driven by volume growth in Egypt and the UAE. The decrease in ready-mix concrete sales volumes was primarily driven by the negative impact of the ongoing conflicts in the Middle East, which resulted in lower demand and the temporary closure of several concrete plants in Israel. Our operations in the MEA segment represented 7% and 6% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2024, respectively. As of December 31, 2024, our operations in the MEA segment represented 5% of our total assets in Dollar terms. Our average domestic cement sales price from our operations in the MEA segment increased 20% in Dollar terms in 2024 compared to 2023, and our average ready-mix concrete sales price decreased 1% in Dollar terms over the same period.
For the year ended December 31, 2024, our MEA segment’s external revenues were derived primarily from ready-mix concrete, which represented 69% of the segment’s external revenues, followed by cement at 18%, aggregates at 8%, and Urbanization Solutions at 5%.
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 from our operations in the MEA segment, in Dollar terms, decreased 7% in 2024 compared to 2023.
SCA&C
Our domestic cement sales volumes to external customers from our operations in the SCA&C segment decreased 2% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 5% over the same period. The decrease in domestic cement sales volumes and the decrease in ready-mix concrete sales volumes were primarily driven by lower demand in Colombia, resulting from difficult economic conditions, and lower demand in the Caribbean due to adverse weather conditions and a delay in projects in Trinidad, partially offset by volume growth in others of our markets. Our operations in the SCA&C segment represented 7% and 6% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2024, respectively. Our cement export volumes from our operations in SCA&C, which represented 3% of our SCA&C cement sales volumes for the year ended December 31, 2024, of which 100% corresponded to external customers, decreased 17% in 2024 compared to 2023. As of December 31, 2024, our operations in the SCA&C segment represented 6% of our total assets in Dollar terms. Our average domestic cement sales price from our operations in the SCA&C segment increased 4% in Dollar terms in 2024 compared to 2023, and our average ready-mix concrete sales price increased 11% in Dollar terms over the same period.
For the year ended December 31, 2024, our SCA&C segment’s external revenues were derived primarily from cement, which represented 78% of the segment’s external revenues, followed by ready-mix concrete at 18%, aggregates at 2%, and Urbanization Solutions at 2%.
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 the SCA&C segment, in Dollar terms, increased 2% in 2024 compared to 2023.
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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 3% and 3% 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 $10,868 million in 2023 to $10,655 million in 2024. As a percentage of revenues, cost of sales remained flat at 66.3% in both years, 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 $5,536 million in 2023 to $5,408 million in 2024. As a percentage of revenues, gross profit decreased from 33.8% in 2023 to 33.7% 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 $3,590 million in 2023 to $3,585 million in 2024. As a percentage of revenues, operating expenses increased from 21.9% 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” amounted to $390 million and $434 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 $1,854 million in 2023 and $1,824 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 6% from $1,946 million in 2023 to $1,823 million in 2024. As a percentage of revenues, operating earnings before other expenses, net decreased 0.5% from 11.9% in 2023 to 11.4% 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.
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Depreciation and Amortization
During the year ended December 31, 2024, in Dollar terms, our depreciation and amortization amounted to $1,234 million, a 5% increase compared to $1,173 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 187 of this annual report and note 5.3 to Cemex, S.A.B. de C.V.’s 2025 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 187 of this annual report and in note 5.3 to Cemex, S.A.B. de C.V.’s 2025 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 $3,119 million in 2023 to $3,057 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 170 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 70% and 65% 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 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% of our total consolidated Operating EBITDA for both of the years ended December 31, 2024 and 2023, 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 29% 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 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 34% and 33% of our total consolidated Operating EBITDA for the year ended December 31, 2024 and 2023, respectively, in Dollar terms.
Europe
Our operating earnings before other expenses, net, from our operations in Europe decreased 13% in Euro terms and 12% in Dollar terms in 2024 compared to 2023. Our operating earnings before other expenses, net from our operations in Europe represented 14% and 15% 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 across most markets, driven by a slowdown in construction activity in France and Germany, lower infrastructure investment in the United Kingdom, and higher cost of sales in Spain, partially offset by higher volumes and prices in Poland.
Moreover, in 2024 our Operating EBITDA from our operations in Europe decreased 4%, in Euro terms, and 4%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in Europe represented 17% of our total consolidated Operating EBITDA for both of the years ended December 31, 2024 and 2023, in Dollar terms.
MEA
Our operating earnings before other expenses, net, from our operations in the MEA segment decreased 7% in Dollar terms in 2024 compared to 2023. Our operating earnings before other expenses, net from our operations in the MEA segment represented 4% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, in Dollar terms. The decrease resulted primarily from lower volumes in Israel caused by the ongoing conflict in the Middle East, partially offset by higher revenues in the MEA segment.
Moreover, our Operating EBITDA from our operations in the MEA segment decreased 5%, in Dollar terms, in 2024 compared to 2023. In addition, our Operating EBITDA from our operations in the MEA segment represented 4% of our total consolidated Operating EBITDA for both of the years ended December 31, 2024 and 2023, in Dollar terms.
SCA&C
Our operating earnings before other expenses, net, from our operations in SCA&C increased 5% in Dollar terms in 2024 compared to 2023. Our operating earnings before other expenses, net from our operations in SCA&C represented 8% and 7% 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 and lower cost of sales in most markets in the region, including the Caribbean and Colombia, partially offset by higher cost of sales in certain markets.
In 2024 our Operating EBITDA from our operations in SCA&C increased 8%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in SCA&C represented 7% and 6% 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 100%, in Dollar terms, from an expense of $205 million in 2023 to an expense of $1 million in 2024. In 2024, we had a gain in results from sale of assets and others, net of $131 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 $160 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 8, 15.1, 17.1 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 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 |
(160 | ) | 131 | |||||
| Restructuring costs |
(2 | ) | (10 | ) | ||||
| $ | (205 | ) | $ | (1 | ) | |||
Financial expenses. Our financial expense increased 3%, from $529 million in 2023 to $545 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 18.1 to Cemex, S.A.B. de C.V.’s 2025 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 9 and 18.4 to Cemex, S.A.B. de C.V.’s 2025 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 income statements, which is comprised of current income taxes plus deferred income taxes, decreased from an expense of $1,205 million in 2023 to an expense of $67 million in 2024. Our current income tax expense decreased from $1,102 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 21.1, 21.2, 21.3 and 21.4 to Cemex, S.A.B. de C.V.’s 2025 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 $1,326 million in 2023 to earnings before income tax of $991 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 income statement. 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 21.3 to our 2025 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 $121 million in 2023 to a net income from continuing operations of $924 million in 2024. As a percentage of revenues, net income from continuing operations represented 0.7% and 5.8% 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 income statements amounted to a net income from discontinued operations of $78 million and $36 million, respectively. As a percentage of revenues, income of discontinued operations, net of tax, represented 0.5% and 0.2% for the years ended December 31, 2023 and 2024, respectively. See note 5.2 to Cemex, S.A.B. de C.V.’s 2025 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 6.0% 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 22.4 to Cemex, S.A.B. de C.V.’s 2025 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 5.9% for the years ended as of December 31, 2023 and 2024, 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 $3,108 million in 2023, $3,229 million in 2024 and $2,726 million in 2025. 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.
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, 2023, 2024 and 2025.
Our primary sources and uses of cash during the years ended December 31, 2023, 2024 and 2025 were as follows:
| For the Years Ended December 31, |
||||||||||||
| 2023 | 2024 | 2025 | ||||||||||
| (in million of Dollars) | ||||||||||||
| Operating Activities |
||||||||||||
| Consolidated net income |
$ | 199 | $ | 960 | $ | 970 | ||||||
| Discontinued operations |
78 | 36 | 566 | |||||||||
| Net income from continuing operations |
121 | 924 | 404 | |||||||||
| Adjustments to the cash flow other than changes in working capital |
2,795 | 2,082 | 2,354 | |||||||||
| Changes in working capital, excluding income taxes |
192 | 223 | (32 | ) | ||||||||
| Cash flows provided by operating activities from continuing operations |
3,108 | 3,229 | 2,726 | |||||||||
| Interest expense and income taxes paid |
(1,012 | ) | (1,405 | ) | (747 | ) | ||||||
| Net cash flows provided by operating activities from continuing operations |
2,096 | 1,824 | 1,979 | |||||||||
| Net cash flows provided by operating activities from discontinued operations |
192 | 155 | (4 | ) | ||||||||
| Net cash flows provided by operating activities after interest and income taxes |
2,288 | 1,979 | 1,975 | |||||||||
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| For the Years Ended December 31, |
||||||||||||
| 2023 | 2024 | 2025 | ||||||||||
| (in million of Dollars) | ||||||||||||
| Investing Activities |
||||||||||||
| Investment in property, machinery and equipment, net |
$ | (852 | ) | $ | (987 | ) | $ | (947 | ) | |||
| Investment in intangible assets, net |
(207 | ) | (296 | ) | (265 | ) | ||||||
| Disposal (acquisition) of subsidiaries and associates, net |
(189 | ) | 1,020 | 965 | ||||||||
| Non-current assets and others, net |
21 | 35 | 57 | |||||||||
| Net cash flows used in investing activities from continuing operations |
(1,227 | ) | (228 | ) | (190 | ) | ||||||
| Net cash flows used in investing activities from discontinued operations |
(115 | ) | (100 | ) | (7 | ) | ||||||
| Net cash flows used in investing activities |
(1,342 | ) | (328 | ) | (197 | ) | ||||||
| Financing Activities |
||||||||||||
| Proceeds from new debt instruments |
2,938 | 5,048 | 2,078 | |||||||||
| Debt repayments |
(3,840 | ) | (5,497 | ) | (2,227 | ) | ||||||
| Issuance of subordinated notes |
992 | — | 989 | |||||||||
| Other financial obligations, net |
(274 | ) | (292 | ) | (285 | ) | ||||||
| Dividends paid |
— | (90 | ) | (127 | ) | |||||||
| Share in trust for future deliveries under share-based compensation |
(45 | ) | (52 | ) | (49 | ) | ||||||
| Repayment of subordinated notes and changes in non-controlling interests |
(62 | ) | (2 | ) | (1,010 | ) | ||||||
| Derivative financial instruments |
(189 | ) | (37 | ) | (5 | ) | ||||||
| Coupons on subordinated notes |
(120 | ) | (143 | ) | (99 | ) | ||||||
| Non-current liabilities, net |
(101 | ) | (188 | ) | (61 | ) | ||||||
| Net cash flows used in financing activities |
(701 | ) | (1,253 | ) | (796 | ) | ||||||
| Increase (decrease) in cash and cash equivalents from continuing operations |
168 | 343 | 993 | |||||||||
| Increase in cash and cash equivalents from discontinued operations |
77 | 55 | (11 | ) | ||||||||
| Foreign currency translation effect on cash |
(116 | ) | (158 | ) | (24 | ) | ||||||
| Cash and cash equivalents at beginning of period |
495 | 624 | 864 | |||||||||
| Cash and cash equivalents at end of period |
624 | 864 | 1,822 | |||||||||
Year ended December 31, 2025
During the year ended December 31, 2025, excluding the negative foreign currency effect of our balances of cash and cash equivalents generated during the period of $24 million, there was an increase in cash and cash equivalents from continuing operations of $993 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 $747 million, amounted to $1,979 million, partially offset by our net cash flows used in investing activities from continuing operations of $190 million and our net cash flows used in financing activities of $796 million.
For the year ended December 31, 2025, our net cash flows provided by operating activities included cash flows used in working capital, excluding income taxes, of $32 million. This amount was primarily comprised of cash flows used in trade accounts payable of $225 million and cash flows used in trade accounts receivable of $34 million, partially offset by cash flows provided by inventories of $83 million, cash flows provided by other accounts payable and accrued expenses of $83 million, and cash flows provided by other accounts receivable and other assets of $61 million. The aggregate amount of net cash flows provided by operating activities from continuing operations, after interest paid of $446 million and income taxes paid of $301 million, amounted to $1,979 million.
During the year ended December 31, 2025, our cash flows provided by operating activities from continuing operations before interest expense and income tax paid of $2,726 million decreased by 16% or $503 million, compared to 2024.
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This decrease was mainly the result of a decrease in net income from continuing operations of $520 million and a decrease in cash flows generated in working capital, excluding income taxes, of $255 million in 2025, compared to 2024, which was due to (i) a negative effect in trade accounts payable of $384 million resulting mainly from lower participation in financing programs along with higher payments, (ii) a negative effect in inventories of $113 million resulting from higher levels of aggregates and pet coke inventories as well as an increase on material and spare parts balance, and (iii) a negative effect in trade accounts receivable of $90 million resulting from an increase in sales during the year in some of our markets and lower collections, partially compensated by an increase in other accounts payable and accrued expenses of $226 million, resulting from higher advanced payments received from customers in Mexico during the period, and a positive effect in other accounts receivable and other assets of $106 million.
Considering the reasons mentioned above, during the year ended December 31, 2025, 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 $1,979 million. During the year ended December 31, 2025, our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash, amounted to $1,979 million and was partially offset by (i) our net cash flows used in investing activities from continuing activities of $190 million, which was primarily comprised of purchase of property, machinery and equipment, net and investment in intangible assets, for an aggregate amount of $1,212 million, also partially offset by disposal of subsidiaries, net, and non-current assets and others, net, for an aggregate amount of $1,022 million; and (ii) our net cash flows used in financing activities of $796 million, which include debt repayments, other financial obligations, net, dividends paid, repayment of subordinated notes and 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 $3,863 million, partially offset by proceeds from new debt instruments and issuance of subordinated notes for an amount of $3,067 million.
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 $158 million, there was an increase in cash and cash equivalents from continuing operations of $343 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 $1,405 million, amounted to $1,824 million, partially offset by our net cash flows used in investing activities from continuing operations of $228 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 $223 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 $143 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 $188 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 $3,229 million increased by 4% or $121 million, compared to 2023. This increase was mainly the result of net income from continuing operations of $924 million and an increase in cash flows generated in working capital, excluding income taxes, of $31 million 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 $318 million, which resulted from advanced payments from customers in Mexico, and a decrease in other accounts receivable and other assets of $66 million.
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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 $1,405 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 $1,824 million and was partially offset by (i) our net cash flows used in investing activities from continuing activities of $228 million, which was primarily comprised of purchase of property, machinery and equipment, net and, investment in intangible assets, for an aggregate amount of $1,283 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 $116 million, there was an increase in cash and cash equivalents from continuing operations of $168 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 $1,012 million, amounted to $2,096 million, partially offset by our net cash flows used in investing activities from continuing operations of $1,227 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, 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 $1,012 million. Our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash, amounted to $2,096 million and was partially offset by (i) our net cash flows used in investing activities from continuing activities of $1,227 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 $1,248 million, also partially offset by non-current assets and others, net, for an amount of $21 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.
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As of December 31, 2025, we had the following lines of credit, of which the only committed portions refer to the revolving credit facilities under the 2023 Credit Agreement and the Euro Credit Agreement, at annual interest rates ranging between 4.34% and 5.40% depending on the negotiated currency:
| Lines of Credit | Available | |||||||
| (in millions of Dollars) | ||||||||
| Other lines of credit in foreign subsidiaries |
$ | 125 | $ | 111 | ||||
| Other lines of credit from banks |
1,020 | 1,020 | ||||||
| Revolving credit facility(1) |
2,352 | 2,352 | ||||||
| $ | 3,497 | $ | 3,483 | |||||
| (1) | Includes the 2023 Credit Agreement and the Euro Credit Agreement. |
As of December 31, 2025, we had $2,000 million available in our committed revolving credit tranche under the 2023 Credit Agreement and €300 million available in our committed revolving credit tranche under the Euro 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 Prospect—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.
Capital Expenditures
Our capital expenditures incurred for the years ended December 31, 2024 and 2025 are as follows:
| Actual for the Year Ended December 31, |
||||||||
| 2024 | 2025 | |||||||
| (in millions of Dollars) | ||||||||
| Mexico |
$ | 315 | $ | 236 | ||||
| United States |
486 | 531 | ||||||
| Europe |
288 | 269 | ||||||
| MEA |
80 | 65 | ||||||
| SCA&C |
189 | 128 | ||||||
| Others |
22 | 14 | ||||||
| Total consolidated |
1,380 | 1,243 | ||||||
| Of which: |
||||||||
| Expansion capital expenditures |
365 | 419 | ||||||
| Base capital expenditure |
1,015 | 824 | ||||||
For the years ended December 31, 2024 and 2025 we recognized $1,380 million and $1,243 million in capital expenditures from our continuing operations, respectively. As of December 31, 2025, in connection with our significant projects, we had capital expenditure commitments of $1,100 million, an amount that is expected to be incurred during 2026, based on the evolution of the related projects.
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The capital expenditure plan for 2026 is subject to change based on market and other conditions, and our consolidated results and financial resources.
Our Indebtedness
As of December 31, 2025, 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 $7,460 million (principal amount $7,486 million, excluding deferred issuance costs) of total debt plus other financial obligations. Of our total debt plus other financial obligations, 29% was current (including current maturities of non-current debt) and 71% was non-current. As of December 31, 2025, 63% of our total debt plus other financial obligations was Dollar-denominated, 17% was Euro-denominated, 3% was Pound Sterling-denominated, 16% was Mexican Peso-denominated, and 1% was denominated in other currencies. See notes 18.1 and 18.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
2023 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 and general corporate purposes (the “Original 2021 Credit Agreement”). The Original 2021 Credit Agreement consisted of a five-year amortizing term loan facility of $1,500 million and a five-year revolving facility of $1,750 million. The loans accrued interest at a rate per annum equal to the LIBOR rate plus a margin ranging from 100 basis points to 175 basis points, depending on our leverage ratio.
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 2023 Credit Agreement became effective.
The main terms and conditions of the 2023 Credit Agreement are summarized as follows:
| • | final maturity in October 2028; |
| • | $1 billion in Term Loans (as defined in the 2023 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 2023 Credit Agreement) maturing in October 2028; |
| • | all loans under the 2023 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 2023 Credit Agreement), depending on Cemex’s Consolidated Leverage Ratio (as defined in the 2023 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; |
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| • | 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 2023 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 Original 2021 Credit Agreement. Furthermore, the 2023 Credit Agreement is issued under the SLFF, which is aligned to the Company’s current “Future in Action” climate action and nature program and its ultimate vision of a carbon-neutral economy. The annual performance in respect of the three metrics referenced in the 2023 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, 2025, we reported an aggregate amount of outstanding debt of $1.0 billion under the 2023 Credit Agreement. As of December 31, 2025, we had $2.0 billion of availability under the committed revolving credit tranche under the 2023 Credit Agreement.
Peso Bilateral Term Loan
On December 20, 2021, Cemex, S.A.B. de C.V. entered into the Peso Bilateral Term Loan 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 Peso Bilateral Term Loan to extend its maturity to 2028. As of December 31, 2025, the Peso Bilateral Term Loan provides for a five-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 2023 Credit Agreement. Cemex, S.A.B. de C.V.’s obligations are guaranteed by the Refinancing Guarantors. The borrowing under the Peso Bilateral Term Loan is also issued under the SLFF.
As of December 31, 2025, we reported an aggregate amount of outstanding debt of $333 million under the Peso Bilateral Term Loan and we had drawn the entirety of the only term loan. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations.”
Euro Credit Agreement
On October 7, 2022, Cemex, S.A.B. de C.V. entered into 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.
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The main terms and conditions of the Euro 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 Euro 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 Euro Credit Agreement), depending on Cemex’s Consolidated Leverage Ratio (as defined in the Euro 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 Euro 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 Euro Credit Agreement is issued under the SLFF. The annual performance in respect of the three metrics referenced in the Euro 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, 2025, the other terms and conditions of the Euro Credit Agreement were substantially similar to those of the 2023 Credit Agreement.
As of December 31, 2025, we reported an aggregate amount of outstanding debt of $529 million under the Euro Credit Agreement and we had drawn the entirety of the only term loan. As of December 31, 2025, we had $352 million of availability under the committed revolving credit tranche under the Euro 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 |
2023 Credit Agreement |
Euro Credit Agreement |
Peso Bilateral Term Loan |
CEBURES | ||||||||||||||||
| $3,039 million (principal amount $3,048 million) |
$987 million (principal amount $1,000 million) |
$524 million (principal amount $529 million) |
$332 million (principal amount $333 million) |
$641 million (principal amount $639 million) |
||||||||||||||||
| Amount Outstanding as of December 31, 2025(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. |
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In addition, as of December 31, 2025, several of our other operating subsidiaries were borrowers under debt facilities or debt arrangements aggregating $121 million. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Relevant Transactions Related to Our Indebtedness in 2025.”
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. 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 2025
The following is a description of our most important transactions related to our indebtedness in 2025:
| • | On July 21, 2025, we fully redeemed the 7.70% Cemex Materials LLC Dollar Notes due July 2025 for an aggregate amount of $150 million. |
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.”
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Our Other Financial Obligations
Other financial obligations in the consolidated statement of financial position as of December 31, 2024 and 2025 are detailed as follows:
| 2024 | 2025 | |||||||||||||||||||||||
| Current | Non-current | Total | Current | Non-current | Total | |||||||||||||||||||
| (in millions of Dollars) | ||||||||||||||||||||||||
| Leases |
$ | 269 | $ | 902 | $ | 1,171 | $ | 267 | $ | 868 | $ | 1,135 | ||||||||||||
| Liabilities secured with accounts receivable |
658 | — | 658 | 681 | — | 681 | ||||||||||||||||||
| $ | 927 | $ | 902 | $ | 1,829 | $ | 948 | $ | 868 | $ | 1,816 | |||||||||||||
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 18.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Changes in the balance of lease financial liabilities during the years ended December 31, 2023, 2024 and 2025 were as follows:
| (in millions of Dollars) |
2023 | 2024 | 2025 | |||||||||
| Lease financial liability at beginning of year |
$ | 1,176 | $ | 1,258 | $ | 1,171 | ||||||
| Additions from new leases |
341 | 290 | 192 | |||||||||
| Reductions from payments |
(256) | (296) | (285) | |||||||||
| Cancellations and liability remeasurements |
(24) | (47) | 3 | |||||||||
| Foreign currency translation and accretion effects |
21 | (34) | 54 | |||||||||
| Lease financial liability at end of year |
$ | 1,258 | $ | 1,171 | $ | 1,135 | ||||||
As of December 31, 2025, the maturities of non-current lease financial liabilities are as follows:
| (in millions of Dollars) |
Total | |||
| 2027 |
$ | 195 | ||
| 2028 |
153 | |||
| 2029 |
118 | |||
| 2030 |
86 | |||
| 2031 and thereafter |
316 | |||
| 868 | ||||
Total cash outflows for the years ended December 31, 2023, 2024 and 2025 for leases including the interest expense portion as disclosed in note 18.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report in 2023, 2024 and 2025 were $331 million, $371 million and $357 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, 2024 and 2025, trade accounts receivable included receivables of $755 million and $799 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.
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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 $97 million and $118 million as of December 31, 2024 and 2025, respectively. Therefore, the funded amount to us was $658 million and $681 million as of December 31, 2024 and 2025, respectively.
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. On April 10, 2025, we fully redeemed the outstanding $1.0 billion aggregate principal amount of the 9.125% Subordinated Notes.
On June 10, 2025, we issued $1.0 billion aggregate principal amount of the 7.200% 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 $989 million. The net proceeds obtained will be used for general corporate purposes, including to repay debt or other financial obligations.
Under the Subordinated Notes, which do not have a maturity or repayment date or mandatory redemption date, interest may be deferred indefinitely at the sole discretion of Cemex, S.A.B. de C.V. In addition, the Subordinated Notes: (i) are not redeemable at the option of the holders of the Subordinated Notes, (ii) do not have the benefit of standard debt covenants, and (iii) do not include an event of default relating to a payment or covenant default with respect to any indebtedness of Cemex. Moreover, Cemex, S.A.B. de C.V. is in control of the instances that may lead to the repayment of the Subordinated Notes, including Cemex’s repurchase option on the fifth anniversary of each issuance, specific redemption events as well as those under a reorganization event under the applicable laws. In the hypothetical event of liquidation of the Cemex, S.A.B. de C.V., the holders of the Subordinated Notes would have a claim on any residual net assets available after all liabilities have been settled; therefore, the holders of the Subordinated Notes have no guarantee of collecting the principal amounts of the Subordinated Notes or any deferred accrued interest, if any.
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:
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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. As of the date of this annual report, we are not undergoing insolvency proceedings (concurso mercantil) under Mexican law, nor are we in any of the circumstances set forth in articles 9 and 10 of the Mexican Commercial Insolvency Law (Ley de Concursos Mercantiles).
Coupon payments on the Subordinated Notes for the years ended December 31, 2023, 2024 and 2025 were included within “Other equity reserves” and amounted to $120 million, $143 million and $127 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 AGM. Unless otherwise instructed by Cemex, S.A.B. de C.V.’s shareholders, we are not required to purchase any minimum number of shares or securities representing such shares pursuant to any such program.
In connection with Cemex, S.A.B. de C.V.’s AGMs held on March 23, 2023, March 22, 2024 and March 25, 2025 proposals were approved to set the amount of $500 million or its equivalent in Mexican Pesos, each year and until the next AGM, 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 reoffering 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, 2023, we did not use the repurchase programs authorized at Cemex, S.A.B. de C.V.’s AGMs 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 AGM 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 AGMs held on March 23, 2023 and March 22, 2024.
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Consequently, the agenda for Cemex, S.A.B. de C.V.’s AGM held on March 25, 2025 did not include the cancellation of shares repurchased by Cemex, S.A.B. de C.V. In 2025, we did not utilize the repurchase programs authorized at Cemex, S.A.B. de C.V.’s AGMs held on March 22, 2024 and March 25, 2025. For more information, see “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to our Stock Repurchase Program.”
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.
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 construction 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.
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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, 2025, Cemex Global R&D and Global Operations & Technology actively participates in several research projects (LEILAC, DRIVE, PanDORA, Cryo Pur, RTI/SLB, Carbon Biocapture, Carbon NanoTubes, Waste-to-Energy), funded by the EU under the H2020, CETP, and DOE programs, as applicable, to develop new technologies aimed at reducing Cemex’s carbon footprint in Europe and other countries in which Cemex operates.
There are 13 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. 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 2023, 2024 and 2025, total combined expenses of these departments recognized within administrative expenses were $55 million, $59 million and $54 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 $148 million in 2023, $188 million in 2024 and $163 million in 2025. See notes 6 and 16.1 to Cemex, S.A.B. de C.V.’s 2025 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, 2025 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.
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Summary of Material Contractual Obligations and Commercial Commitments
For additional information see “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of a Portion of our Operations in Colombia.”
2023 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 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 2023 Credit Agreement consists of a $1 billion five-year term loan facility amortizing in five equal semiannual payments starting in October 2026 and a $2 billion five-year committed revolving credit facility. The 2023 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 2023 Credit Agreement is denominated exclusively in Dollars and is the first debt to be issued under our latest updated SLFF, which is aligned to Cemex’s current “Future in Action” climate action and nature program and its ultimate vision of a carbon-neutral economy. The annual performance in respect of the three metrics referenced in the 2023 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 2023 Credit Agreement are guaranteed by the Refinancing Guarantors.
As of December 31, 2025, we reported an aggregate principal amount of outstanding debt of $1,000 million under the 2023 Credit Agreement. As of December 31, 2025, the Term Loans under the 2023 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 2023 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.”
Peso Bilateral Term Loan
On December 20, 2021, Cemex, S.A.B. de C.V. entered into the Peso Bilateral Term Loan 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 Peso Bilateral Term Loan, extending the maturity to 2028. As of December 31, 2025, the credit facility consists of an Ps 6.0 billion five-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 2023 Credit Agreement. Cemex, S.A.B. de C.V.’s obligations are guaranteed by the Refinancing Guarantors. The borrowing under the Peso Bilateral Term Loan is also issued under the SLFF.
As of December 31, 2025, the Peso Bilateral Term Loan represented an amount of $333 million.
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For a discussion of restrictions and covenants under the Peso Bilateral Term Loan, 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” and “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations—Peso Bilateral Term Loan repayment.”
Euro 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 Euro Credit Agreement consists of a €450 million five-year term loan facility amortizing in five equal-semi annual payments starting in April 2027 and a €300 million four-year committed revolving credit facility. The Euro 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 Euro 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. Furthermore, the Euro Credit Agreement is issued under the SLFF. The annual performance in respect of the three metrics referenced in the Euro 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 Euro Credit Agreement are guaranteed by the Refinancing Guarantors. As of December 31, 2025 we had drawn the entirety of the term loan under the Euro Credit Agreement for €450 million and had full availability under the €300 million revolving facility for the Euro Credit Agreement.
As of December 31, 2025, we reported an aggregate amount of outstanding debt of $529 million under the Euro Credit Agreement. For a discussion of restrictions and covenants under the Euro 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. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations.”
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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.
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 previous agreements, the provisions contained in the indentures governing the Notes that provide that any guarantor of the Notes shall be released of its guarantee obligations 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
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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, 2025, 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.
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. On April 10, 2025, we fully redeemed the outstanding $1.0 billion aggregate principal amount of our 9.125% Subordinated Notes.
7.200% Subordinated Notes. On June 10, 2025, we issued $1.0 billion aggregate principal amount of the 7.200% 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.
As of the date of this annual report, we are in compliance with our payment obligations under the Credit Agreements, the Notes and the Subordinated Notes.
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.
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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.
In August 2021, we entered into new agreements with three 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 in September 2022.
On October 25, 2022, we entered into a five-year agreement with Neoris for the acquisition of information technology solutions and services for an annual amount of at least $55 million.
With the intention of hedging a portion of our expected deficit of EUAs, in March 2024, we established a program to enter into physically settled forward purchase commitments for the acquisition of EUAs for our own use (the “EUAs Forward Program”). As of December 31, 2025, the EUAs Forward Program is comprised of 2.1 million EUAs for the years 2029 to 2035 for a total aggregate amount of $220 million.
As of December 31, 2025, we did not depend on any single one of our suppliers of goods or services to conduct our business.
Cash Requirements
As of December 31, 2025, we had material cash requirements as set forth in the table below.
| As of December 31, 2025 | ||||||||||||||||||||
| Less than 1 year |
1-3 years | 3-5 years | More than 5 years |
Total | ||||||||||||||||
| (in millions of Dollars) | ||||||||||||||||||||
| Non-current debt |
1,191 | 1,271 | 2,076 | 1,131 | 5,669 | |||||||||||||||
| Leases(1) |
308 | 384 | 247 | 555 | 1,494 | |||||||||||||||
| Total debt and other financial obligations |
1,499 | 1,655 | 2,323 | 1,686 | 7,163 | |||||||||||||||
| Interest payments on debt(2) |
238 | 384 | 293 | 44 | 959 | |||||||||||||||
| Pension plans and other benefits(3) |
148 | 270 | 272 | 678 | 1,368 | |||||||||||||||
| Acquisition of property, plant and equipment |
147 | 7 | — | — | 154 | |||||||||||||||
| Purchases of services, raw material, fuel and energy(4) |
562 | 617 | 404 | 398 | 1,981 | |||||||||||||||
| Total cash requirements |
2,594 | 2,933 | 3,292 | 2,806 | 11,625 | |||||||||||||||
| (1) | These amounts represent nominal cash flows. As of December 31, 2025, the present value of future payments was $1,135 million, with $348 million due in one to three years and $204 million due in three to five years. See note 25.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. |
| (2) | Estimated cash flows for floating rate debt were calculated using the interest rates in effect as of December 31, 2025. |
| (3) | These figures represents estimated annual payments under these benefits. See note 20 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. |
| (4) | Future payments for raw materials, services, fuel, energy and carbon allowances are based on contractual nominal cash flows. Estimates reflect aggregate average expected annual consumption under these commitments. |
As of December 31, 2023, 2024 and 2025, 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 with the solar power plants Tuli Energía, starting in December 2019, and Helios Generación, starting in April 2020.
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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, 2025, we paid $0.2 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, 2025, we expect the estimated annual cost of this agreement to be $44 million in 2026 and $52 million in 2027, assuming energy generation is at full capacity.
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 annual cost of this agreement is $88 million assuming that we receive all our energy allocation. 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 Termoeléctrica del Golfo (“TEG”) until September 2027 for our overall electricity needs in Mexico. The annual cost of this agreement is $72 million assuming we receive all our energy allocation.
In connection with the above, we also committed to supply TEG and Termoeléctrica Peñoles, S. de R.L. de C.V., another third-party electrical energy generating plant adjacent to TEG, all fuel necessary for their operations until the year 2027, equivalent to between 0.2 and 0.3 million tons of pet coke per year. We cover our commitments under these agreements 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.
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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, 2024 and 2025, these strategies were sometimes complemented by the use of derivative financial instruments. See notes 18.4 and 18.5 to Cemex, S.A.B. de C.V.’s 2025 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 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
As of December 31, 2024 and 2025 the notional amounts and fair values of our derivative instruments were as follows:
| At December 31, 2024 | At December 31, 2025 | |||||||||||||||||||
| Notional Amount |
Estimated Fair value |
Notional Amount |
Estimated Fair value |
Maturity Date |
||||||||||||||||
| (in millions of Dollars) | ||||||||||||||||||||
| Financial derivative instruments hedging the net investment |
$ | 713 | $ | 63 | $ | 1,817 | $ | (94 | ) | Mar 2031 | ||||||||||
| Cross currency swaps |
658 | (100 | ) | 658 | (1 | ) | Oct 2030 | |||||||||||||
| Interest rate swaps |
600 | 14 | 705 | 2 | Feb 2030 | |||||||||||||||
| Fuel price hedging |
356 | 6 | 247 | 3 | Dec 2027 | |||||||||||||||
| Foreign exchange options |
650 | 41 | — | — | — | |||||||||||||||
| $ | 2,977 | $ | 24 | $ | 3,427 | $ | (90 | ) | ||||||||||||
Our Financial Derivative Instruments Hedging the Net Investment. As of December 31, 2024 and 2025, there are Dollar/Peso foreign exchange forward contracts for notional amounts of $492 million, in both years. 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 ended December 31, 2023, 2024 and 2025, these contracts generated losses of $172 million, gains of $86 million and losses of $105 million, respectively, which partially offset currency translation effects in each year recognized in equity generated from our net assets denominated in Pesos.
In addition, as of December 31, 2024 and 2025, 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 $221 million and $784 million, respectively. Changes in the fair market value of such capped forward contracts are also recognized as part of other equity reserves. For the years 2023, 2024 and 2025, these contracts generated losses of $54 million, gains of $43 million and losses of $65 million, respectively, which partially offset currency translation effects recognized in equity generated from our net assets denominated in Pesos.
Moreover, as of December 31, 2025, we held cross-currency swap and forward starting cross currency swaps contracts for a notional amount of $541 million. We designated this program as a hedge for our net investment in Euros.
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In addition, changes in fair value of these contracts related to the interest rate 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 income statements. For the year 2025, changes in the fair value of these contracts generated losses of $20 million recognized in other equity reserves.
Our Cross Currency Swaps. As of December 31, 2024 and 2025, we held cross-currency swap contracts for a notional amount of $658 million in both years, in connection with the CEBURES as described in note 18.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report, these contracts were designated as cash flow hedges to modify the rate and currency risk profile of the Long-Term Notes 1 and Long-Term Notes 2 from Peso to Dollar. For the years 2023, 2024 and 2025, changes in fair value of these contracts resulted in gains of $23 million, losses of $123 million and gains of $89 million, respectively, which were recognized in other comprehensive income.
Our Interest Rate Swaps. As of December 31, 2024 and 2025, we held interest rate swaps for a notional amount of $600 million and $705 million, respectively, and fair value assets of $14 million in 2024 and $2 million in 2025. For the years ended December 31, 2023, 2024 and 2025, changes in the fair value of these contracts generated losses of $9 million, $16 million, and $13 million, which were recognized in other comprehensive income.
Our Fuel Price Hedging Derivatives. As of December 31, 2024 and 2025, we maintained financial derivative contracts negotiated to hedge the price of certain fuels in several operations, for aggregate notional amounts of $134 million and $120 million. We have designated these contracts as cash flow hedges of forecast transactions. For the years ended December 31, 2023, 2024 and 2025 changes in fair value of these contracts recognized in other equity reserves represented losses of $6 million each year. In addition, as of December 31, 2024 and 2025, we held Brent oil and coal call spreads with a notional of $222 million and $128 million, respectively. Changes in the fair value of these contracts are recognized directly in the income statements as part of “Financial income and other items, net” which resulted in losses of $1 million in 2023, losses of $17 million and $9 million in 2024 and 2025, respectively.
Foreign Exchange Options. As of December 31, 2024, we held Dollar/Peso call spread option contracts for a notional amount of $650 million. Such contracts were settled during 2025.
See note 18.4 to Cemex, S.A.B. de C.V.’s 2025 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 18.4 and 18.5 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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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.
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, 2025. Average floating interest rates are calculated based on forward rates in the yield curve as of December 31, 2025. 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, 2025 and is summarized as follows:
| Expected maturity dates as of December 31, 2025 | ||||||||||||||||||||||||||||
| Non-current debt(1) |
2026 | 2027 | 2028 | 2029 | After 2030 | Total | Fair Value | |||||||||||||||||||||
| (in millions of Dollars, except percentages) | ||||||||||||||||||||||||||||
| Variable rate |
$ | 505 | $ | 370 | $ | 372 | $ | 129 | $ | 8 | $ | 1,384 | $ | 1,384 | ||||||||||||||
| Average interest rate |
7.2 | % | 3.8 | % | 3.8 | % | 3.9 | % | 6.2 | % | ||||||||||||||||||
| Fixed rate |
682 | 258 | 256 | 752 | 2,312 | 4,261 | 4,280 | |||||||||||||||||||||
| Average interest rate |
3.5 | % | 4.4 | % | 4.3 | % | 5.4 | % | 4.8 | % | ||||||||||||||||||
| (1) | The information above includes the current maturities of the non-current debt. Total non-current debt as of December 31, 2025 does not include our other financial obligations and the Subordinated Notes for an aggregate amount of $3,816 million issued by consolidated entities. See notes 18.2 and 22.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. |
As of December 31, 2025, 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, 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, 24% of our long-term debt bore floating rates at a weighted average interest rate of SOFR plus 95 basis points. As of December 31, 2025, 20% of our long-term debt bore floating rates at a weighted average interest rate of SOFR plus 98 basis points. As of December 31, 2023, 2024 and 2025, if interest rates at that date had been 0.5% higher, with all other variables held constant, our net income for 2023, 2024 and 2025 would have been reduced by $14 million, $14 million and $10 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 2023, 2024 and 2025. See notes 18.4 and 18.5 to Cemex, S.A.B. de C.V.’s 2025 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, 2025, 27% of our external revenues were generated in Mexico, 31% in the United States, 24% in Europe, 8% in the MEA, 7% in SCA&C and 3% in other activities.
As of December 31, 2024 and 2025, 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 2024 and 2025 would have decreased by $183 million and $42 million, respectively, due to higher foreign exchange losses on our Dollar-denominated net monetary liabilities in consolidated entities with different functional currencies.
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As of December 31, 2025, 63% of our total debt plus other financial obligations was Dollar-denominated, 17% was Euro-denominated, 16% was Mexican Peso-denominated, and 4% was denominated in other currencies. This creates foreign currency exposure, primarily due to Dollar-denominated debt compared to the various currencies in which our revenues are earned. We cannot guarantee that we will generate sufficient revenues in Dollars from our operations to service these obligations.
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 3.3 and 18.4 to Cemex, S.A.B. de C.V.’s 2025 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, 2025, current liabilities, which included $2,135 million of current debt and other financial obligations, exceeded current assets by $1,250 million. Our management has adopted an operating strategy that maintains a negative working capital balance. For the year ended December 31, 2025, we generated net cash flows provided by operating activities of $1,975 million. In addition, as of December 31, 2025, we had committed lines of credit under the revolving credit facilities of the 2023 Credit Agreement and the Euro Credit Agreement totaling $2,352 million, had $1,020 million under other uncommitted lines of credit subject to the lenders’ availability and $111 million under other lines of credit in foreign subsidiaries. See notes 18.1, 18.2, 18.5, and 25.1 to Cemex, S.A.B. de C.V.’s 2025 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, 2023, 2024 and 2025.
Investments and Acquisitions
On October 6, 2025, we announced that we increased our holdings to a majority stake in Couch, by an additional 30%, for a price of $34 million, expanding our investment in Couch from 49% to 79%. Couch is a sand and gravel supplier across the southeastern United States that operates seven sand and gravel pits and five marine terminals. During the year ended December 31, 2025, we determined goodwill for this transaction for $25 million.
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On September 3, 2024, we announced that we acquired a 51% controlling interest in a Berlin-based recycling company from the Heim Group in Germany for a price of $4 million. This company processes mineral construction, demolition, excavation materials and operates one plant to store biogenic CO2 in recycled mineral waste.
During 2023, we completed the acquisition of various business and controlling interest acquisitions, primarily in the aggregates, mortars, maritime operations, adhesives, and construction demolition and excavation waste recycling sectors, for a total consideration of $101 million. We determined goodwill for these transactions for $6 million.
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 ($29 million as of December 31, 2023, based on an exchange rate of 3,757.08 Colombian Pesos to $1.00).
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 ($36 million as of December 31, 2023, based on an exchange rate of 58.822 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.
Divestitures
During the years ended December 31, 2023, 2024 and 2025, we made divestitures of $106 million, $1,188 million and $1,179 million, respectively (which included fixed assets of $106 million, $90 million and $104 million, respectively).
On October 6, 2025, we concluded the sale of substantially all our operations and the majority of our assets in Panama to Grupo Estrella for a total consideration of $200 million, subject to final adjustments. The divested assets mainly consist of one cement plant in Calzada Larga, Chilibre, which, as of December 31, 2024, had an installed cement capacity of around 1.2 million metric tons per year, and related cement, ready-mix concrete, aggregates assets, and rights to acquire additional reserves from operations in Panama. For the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025, our operations in Panama are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a loss on sale of $63 million and a goodwill cancellation of $24 million.
On January 30, 2025, we completed the sale of our operations in the Dominican Republic to Progreso and its strategic partners for a total consideration of $928 million, after adjustments for final cash, debt, and working capital balances.
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The divested assets mainly consist of one cement plant in the Dominican Republic consisting of two integrated production lines and related cement, concrete and aggregates assets; marine terminals and a commercialization business to Haiti. For the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025, our operations in the Dominican Republic are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a gain on sale of $551 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of sale and goodwill cancellation of $13 million.
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. 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. At the time of transaction, CASEC owned 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 building 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 income statements, 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.”
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 year ended December 31, 2023 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the income statements, 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.
Recent Developments
Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran
On February 28, 2026, the United States and Israel initiated joint preemptive military operations against the Islamic Republic of Iran.
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The conflict has resulted in widespread military engagement across the Middle East, including the resumption of hostilities between Israel and Hezbollah in Lebanon, retaliatory missile and drone strikes by Iran against Israel, U.S. military installations and U.S.-allied Gulf states, and the effective closure of the Strait of Hormuz to commercial shipping. Although a temporary ceasefire between the United States and Iran is in effect and mediation efforts remain ongoing as of the date of this annual report, the extension of the ceasefire beyond its current expiration is uncertain and no durable resolution has been reached.
The duration and ultimate outcome of this conflict are unpredictable. The conflict has already caused, and could continue to cause, among other effects, significant volatility and disruptions in global supply chains, prices of fuel, energy and commodities, credit and capital markets, and increased geopolitical uncertainty across key global trade corridors. In particular, the disruption of maritime transit through the Strait of Hormuz has contributed to sharp increases in fuel and energy costs and severely constrained international shipping routes.
As of the date of this annual report, we are actively monitoring potential impacts of this conflict on our operations, especially with respect to trading and shipment disruptions, ocean freight rates, pet coke and coal costs, diesel prices, electricity costs, and certain procurement categories, including raw materials used in our admixtures business, and slag; as well as decreased sales volumes in Europe, MEA and the United States and foreign exchange losses due to the depreciation of the currencies of certain countries in which we have operations. An escalation, prolongation or geographic expansion of the conflict, a collapse of any ceasefire arrangements, the imposition of additional international sanctions or trade restrictions, among other developments relating to this conflict, could result in further impacts in the aforementioned or other aspects of our operations and may have a material adverse effect on our business, financial condition, liquidity, and results of operations.
As of the date of this annual report, this conflict poses security risks and increased uncertainty regarding the safety and integrity of our personnel and facilities in MEA, or outside of MEA targeting United States interests. In addition, our insurance policies may not provide adequate coverage for losses arising from acts of war, armed conflict, terrorism or related events affecting our personnel or property, and any uninsured or underinsured losses could be substantial. Any such occurrence may have a material adverse effect on our business, financial condition, liquidity, and results of operations.
Recent Developments Relating to our Shareholder Dividend Program
Cemex, S.A.B. de C.V. paid the fourth installment of $32.5 million of the cash dividend approved at its AGM held on March 25, 2025, against the delivery coupon 158 adhered to the share certificates representing all of the outstanding shares that make up the paid-up capital stock of Cemex, S.A.B. de C.V.
On March 12, 2026, holders of Series A and Series B shares of Cemex, S.A.B. de C.V. received $0.013127 Mexican Pesos per share (equivalent to $0.000750 per share) and holders of CPOs received $0.039381 Mexican Pesos per CPO (equivalent to $0.002250 per CPO). On March 19, 2026, holders of ADSs received $0.022500 per ADS in the fourth installment of the cash dividend.
The amount in Mexican Pesos of the fourth installment of the cash dividend paid on March 12, 2026 to holders of Cemex, S.A.B. de C.V.’s Series A and Series B shares, as well as CPOs, was based on an exchange rate of $17.5037 Mexican Pesos to $1.00 published by the Bank of Mexico (Banco de México) on March 10, 2026.
At Cemex, S.A.B. de C.V.’s AGM held on March 26, 2026, a cash dividend of $180 million was declared. The dividend is payable in Dollars to the holders of ADSs and in Mexican Pesos at the exchange rate determined by the Bank of Mexico two business days prior to each payment date to the holders of Series A and Series B shares and CPOs. The dividend will be paid in four equal installments of $45 million each for all the outstanding shares comprising the share capital of Cemex, S.A.B. de C.V. on each payment date, with the first installment being paid on June 18, 2026 against coupon 159; the second payment will be due starting September 17, 2026 against coupon 160; the third payment will be due starting December 16, 2026 against coupon 161; and the fourth and final payment will be due starting March 3, 2027 against coupon 162.
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Recent Developments Relating to Our Financial Obligations
Peso Bilateral Term Loan repayment
On January 7, 2026, Cemex, S.A.B. de C.V. fully repaid the Ps 6,000 million aggregate principal amount outstanding of the Peso Bilateral Term Loan, as part of our ongoing liability management and capital structure optimization strategy.
Long-Term Notes 3
On February 19, 2026, Cemex, S.A.B. de C.V. issued Ps 5,500 million aggregate principal amount of its long-term notes (certificados bursátiles de largo plazo) with a five-year tenor at a floating annual interest rate of TIIE de Fondeo plus 0.70%, which are registered in Mexico. The Refinancing Guarantors fully and unconditionally guarantee the performance of all of Cemex, S.A.B. de C.V.’s obligations under the Long-Term Notes 3.
Repayment at Maturity of March 2026 EUR Notes
On March 19, 2026, Cemex, S.A.B. de C.V. repaid at maturity €400 million aggregate principal amount outstanding of its 3.125% Senior Notes due 2026, together with accrued and unpaid interest thereon up to, but excluding, the maturity date.
EUAs Forward Program
As of April 20, 2026, the EUAs Forward Program is comprised of 3 million EUAs for the years 2029 to 2035 for an aggregate amount of $348 million.
Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings
Ordinary General Shareholders’ Meeting
On February 6, 2026, Cemex, S.A.B. de C.V. filed with the SEC, the CNBV and the MSE the notice and agenda, and supplemental information for its AGM held on March 26, 2026. 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 25, 2026, 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 chairs, secretaries and assistant secretaries, voted on an individual basis, as opposed to on a “group slate” basis; (iii) the proposal to set, from the date of the AGM held on March 26, 2026 to the date of Cemex, S.A.B. de C.V.’s AGM to be held in 2027, 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, 2025, including the declaration of a cash dividend of $180 million to be paid 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 AGM of Cemex, S.A.B.
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de C.V. is held in 2027, Cemex, S.A.B. de C.V. may use for the acquisition of its own shares or securities that represent such shares.
On March 27, 2026, Cemex, S.A.B. de C.V. filed with the SEC, the CNBV 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 chair, 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 26, 2026 to the date of Cemex, S.A.B. de C.V.’s next AGM in 2027; (iv) the allocation of profits for the year ended December 31, 2025, including the declaration of a cash dividend of $180 million to be paid 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 AGM of Cemex, S.A.B. de C.V. is held in 2027.
As a result of the AGM held on March 26, 2026, as of March 26, 2026, (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, 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, Isauro Alfaro Alvarez, and Julissa Reynoso Pantaleón are the members of Cemex, S.A.B. de C.V.’s Board of Directors; (iii) Ramiro Gerardo Villarreal Morales (Chair), Gabriel Jaramillo Sanint, and María de Lourdes Melgar Palacios are the members of the Audit Committee of Cemex, S.A.B. de C.V.’s Board of Directors; (iv) Isauro Alfaro Alvarez (Chair), Francisco Javier Fernández Carbajal, and Everardo Elizondo Almaguer are the members of the Corporate Practices and Finance Committee of Cemex, S.A.B. de C.V.’s Board of Directors; (v) Isabel María Aguilera Navarro (Chair), Armando J. García Segovia, Marcelo Zambrano Lozano, and Julissa Reynoso Pantaleón 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 586,000.00 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 141,000.00 for each Committee meeting they attend.
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Regarding the appointment of Julissa Reynoso Pantaleón to Cemex, S.A.B. de C.V.’s Board of Directors pursuant to the resolutions adopted during the AGM held on March 26, 2026, the positions and experience of Julissa Reynoso Pantaleón is as follows:
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AGE 50 |
DIRECTOR SINCE MARCH 2026 |
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Sex Female
Citizenship American
Nationality American
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Since March 2026 |
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JULISSA REYNOSO PANTALEÓN
Board Memberships at Publicly Listed Entities Ms. Reynoso Pantaleón is a member of the Board of Directors of Cemex, S.A.B. de C.V.
Other Current Roles Ms. Reynoso Pantaleón is a partner and a member of the Executive Committee at Winston & Strawn LLP, an international law firm. Ms. Reynoso Pantaleón is based in New York City. Ms. Reynoso Pantaleón also serves as trustee for New York-Presbyterian Hospital and for Columbia University. Ms. Reynoso Pantaleón is part of the Advisory Board of the World in Progress Congress and a full member of the Council of Foreign Relations.
Experience Ms. Reynoso Pantaleón was previously the United States Ambassador to Spain and Andorra, and served as Assistant to the President and the Chief of Staff to Dr. Jill Biden, one of the most senior positions in the White House. Ms. Reynoso Pantaleón is a former United States Ambassador to Uruguay and also served as Deputy Assistant Secretary of State for Central American, Caribbean and Cuban Affairs in the U.S. Department of State. Prior to joining the U.S. Department of State, Ms. Reynoso Pantaleón practiced at major international law firms, where she specialized in antitrust law, international commercial arbitration and international investment arbitration.
Ms. Reynoso Pantaleón is the recipient of the highest diplomatic honors bestowed by several Latin American governments and Spain, and also is the recipient of various public interest awards in the United States, including recognitions from Columbia University, New York University, the North Star Fund, the Legal Aid Society and the Hispanic National Bar Foundation. Ms. Reynoso Pantaleón has served on the boards of several nonprofit and advocacy organizations, and was on the faculty of Columbia Law School and Columbia’s School of International and Public Affairs. Ms. Reynoso Pantaleón has also been on the board of directors of the Lawyers’ Committee for Civil Rights Under the Law, the Truman National Security Project, and the Negotiation Strategies Institute.
Ms. Reynoso Pantaleón is a distinguished attorney and a member of the American Law Institute. Her legal practice has consisted on complex commercial litigation, regulatory enforcement and international arbitration.
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Ms. Reynoso Pantaleón has also provided U.S. and international clients with strategic advice and risk assessment in managing transnational issues, and has advised a wide variety of clients, including governments, financial institutions, companies and individuals on diverse transnational matters involving the energy, media, sports, real estate, food and telecommunications sectors and in analyzing and advising on complex cross-border litigations, investigations, and disputes before U.S. Courts and Agencies. Ms. Reynoso Pantaleón has conducted arbitrations under the major international rules, including ICC and UNCITRAL, and managed bilateral investment treaty disputes under the Dominican Republic-Central America Free Trade Agreement and the North American Free Trade Agreement.
Ms. Reynoso Pantaleón has also been appointed to co-chair the transition committee of a New York State Attorney General, and was also an Associate Director in the New York City Department of Education.
In addition, Ms. Reynoso Pantaleón served as a consultant to the Interamerican Development Bank, as well as to other Programs, Centers and Organizations.
With extensive experience in diverse matters in different countries, primarily related to the United States, together with the wealth of knowledge obtained from the public sector and with leading different organizations, Ms. Reynoso Pantaleón brings to Cemex, S.A.B. de C.V.’s Board of Directors a practical perspective, strategic advice and guidance with regards to regulatory and commercial matters in the United States and internationally, which aligns with Cemex’s overall strategy.
Education Ms. Reynoso Pantaleón has a J.D. from Columbia University’s Law School, a Masters in Philosophy with Distinction in Developments Studies from Emmanuel College, University of Cambridge, and a B.A. from Harvard University, Magna Cum Laude in Government and a Certificate in Latin American Studies.
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As of March 26, 2026, the composition of Cemex, S.A.B. de C.V.’s Board of Directors was as follows:
Sex
As of March 26, 2026, Cemex, S.A.B. de C.V.’s Board of Directors was comprised of 12 members, of which 75% were men and 25% were women.
Tenure (in years as a member of the Board of Directors)
As of March 26, 2026, Cemex, S.A.B. de C.V.’s Board of Directors’ average tenure was 12 years.
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Independence
As of March 26, 2026, 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 criteria.
Recent Developments Relating to our Stock Repurchase Program
From February 10, 2026 to February 25, 2026, under the stock repurchase program authorized at its AGM held on March 25, 2025, Cemex, S.A.B. de C.V. repurchased 78,803,711 CPOs, which represented 0.543% of Cemex, S.A.B. de C.V.’s outstanding share capital as of December 31, 2025, at a weighted-average price in Mexican Pesos equivalent to $1.2109 (based on an exchange rate of Ps 18.01 to $1.00 as of December 31, 2025) per CPO, which was equivalent to an amount of $95.42 million (based on an exchange rate of Ps 18.01 to $1.00 as of December 31, 2025), excluding fees and value-added tax. Cemex, S.A.B. de C.V. did not repurchase any other shares of its capital stock or securities representing such shares between January 1, 2026 and the date of this annual report.
Recent Developments Relating to Our Business and Operations
Our Operations in Mexico—Competition
In February 2026, Cruz Azul announced it will reactivate its Hidalgo cement plant, after being idle for the past five years.
Lease of Cement Plants in Nicaragua
As of the date of this annual report, Cemex Nicaragua continues leasing and operating the plants owned by the Government of Nicaragua under an administrative authorization issued by the Government of Nicaragua, while conversations to reach an agreement on a long-term extension to the lease are taking place. In this respect, Cemex Nicaragua remains in compliance with its contractual obligations, including the payment of monthly leasing fees and the maintenance of permits necessary to operate the plant.
Divestment of a Portion of our Operations in Colombia
On March 12, 2026, we announced that we are in the process of divesting certain of our operations in Colombia. The divestment is expected to take place through several separate transactions with different parties, for a combined purchase price of approximately $555 million.
As part of this process, on March 11, 2026, certain of our subsidiaries, as sellers (the “Colombia Sellers”), Cemex, S.A.B. de C.V., as guarantor of certain obligations of the Colombia Sellers, and Holcim, entered into a stock purchase agreement pursuant to which, subject to certain terms and conditions, Holcim will purchase the shares representing the capital stock of certain of our subsidiaries in Colombia, which main assets are a cement plant (Caracolito), a grinding mill (Santa Rosa), and a portfolio of ready-mix concrete, aggregates, mortar, and admixture plants, for a purchase price of $484.5 million, subject to closing adjustments. The transaction with Holcim is currently expected to close at the end of 2026, subject to customary closing conditions, including regulatory approvals. In addition, certain of our subsidiaries are currently negotiating with other third parties for the sale of remaining assets in the same general geographic area that were not included in the transaction with Holcim, which we expect to generate approximately $70 million in additional proceeds.
Assuming completion, following the completion of these transactions, we will retain two cement plants (Maceo and Cúcuta) in Colombia, with a total installed capacity of 1.6 million tons per year, as well as a grinding mill (Clemencia), ready-mix concrete plants, and aggregate quarries.
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True-Up Payment Relating to the Acquisition of our Additional 30% Interest in Couch
Pursuant to the relevant provisions of the agreement relating to our acquisition of an additional 30% interest in Couch announced on October 6, 2025, the Company will make a true-up payment of $12.26 million to the relevant seller in May 2026.
Acquisition of Omega Products International
On February 26, 2026, we announced that we reached an agreement to acquire all assets of Omega Products International, a manufacturer of stucco in the western United States with four production facilities in California, Nevada and Colorado. This transaction closed on March 31, 2026.
Recent Developments Relating to Changes in our Senior Management
Effective January 1, 2026, Ricardo Naya Barba, then-current Executive Vice President of Sustainability and Operations Development, assumed responsibility for Cemex Ventures in addition to his then-current functions; therefore, his position since January 1, 2026 has been Executive Vice President of Sustainability, Operations and Ventures.
Recent Developments Relating to Regulatory Matters and Legal Proceedings
Antitrust Matters
Antitrust Investigations in the Construction Chemicals Sector
On February 19, 2026 and March 23, 2026, the European Commission sent additional requests for 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 impact on our results of operations, liquidity, and financial condition.
Environmental Matters
Mexico—Energy Procurement
On January 8, 2026, we were granted the permit from SENER to import pet coke, valid from January 7, 2026 to January 7, 2027.
Europe—EU Emissions Trading
As of the date of this annual report, draft benchmarks to be used as the main calculation factor to determine the level of free allocation an installation may receive are expected to be published in the second quarter of 2026, while final benchmarks are expected to be confirmed early in the third quarter of 2026.
Tax Matters
Spain—Tax Assessment for the years 2006 to 2009
On January 27, 2026, Cemex España received an adverse resolution from the European Court of Human Rights not admitting the recourse against the adverse resolution issued by the Constitutional Court in Spain on June 16, 2025, not admitting its appeal for constitutional protection. As of the date of this annual report, we believe there are no more legal remedies available for Cemex. As of the date of this annual report, notwithstanding the adverse financial effects that have already been accounted for, this recent development is not expected to adversely affect our operations, commercial relationships with clients or suppliers, or our ability to meet our financial obligations.
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Other Legal Proceedings
United Kingdom Claim for Compensation Pursuant to a Compulsory Purchase Order
During January and March 2026, we received the total compensation payable to Cemex pending to be paid in relation to this matter and we recovered all statutory interest and approximately 65% of our legal costs. As of the date of this annual report, this matter has concluded without a material adverse impact on our results of operations, liquidity, and financial condition.
Imposition of Tariffs by the United States
In February 2026, the U.S. Supreme Court held that the IEEPA does not authorize the imposition of tariffs, thereby invalidating the Fentanyl/Immigration Tariffs, Baseline Tariffs, and Country-Specific Reciprocal Tariffs, and the United States ceased collecting these duties.
In February 2026, the United States imposed a 10% tariff on imports from all trading partners under Section 122 of the Trade Act of 1974 (“Section 122”). The United States has signaled an intention to raise the Section 122 tariff rate to the statutory maximum of 15%, but this has not materialized as of the date of this report. The current Section 122 tariff exempts goods that comply with rules of origin established under the USMCA. However, the USMCA will undergo a mandatory review process scheduled for July 2026, which may introduce changes to the agreement’s preferential treatment regime.
In March 2026, the USTR initiated two new Section 301 investigations. The first, launched on March 11, 2026, investigates whether the acts, policies, and practices of 16 economies—including China and Mexico—regarding structural excess capacity and overproduction in manufacturing sectors are unreasonable or discriminatory and burden or restrict U.S. commerce. The second, launched on March 12, 2026, investigates whether 60 economies—including China and Mexico—have failed to impose and effectively enforce bans on the importation of goods produced with forced labor, and to determine if such failures are unreasonable or discriminatory and burden or restrict U.S. commerce. These investigations are expected to conclude and result in the imposition of tariffs by July 24, 2026, concurrent with the expiration of the Section 122 tariffs. The tariff rates applied pursuant to these Section 301 investigations could be equivalent to rates agreed to in trade agreements recently concluded by investigated countries with the United States, as well as the Country-Specific Reciprocal Tariff rates that were in place before the Supreme Court’s decision.
As of the date of this report, according to our interpretation of applicable laws and regulations and the various court rulings, 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 and upwards of 50% on aluminum and steel products; (ii) China, 35%, generally; and (iii) other countries, 10%. 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.
Recent Developments Relating to Compensation of Cemex, S.A.B. de C.V.’s Directors and Members of Our Senior Management
Variable Compensation Plan
Expected to begin in 2026, senior management’s variable compensation plan will evolve to reflect our performance-driven culture and alignment to shareholder returns. Metrics will transition from Cash Value Added (“CVA”) to a combination of EBIT, free cash flow, and CO2 emissions, with total shareholder return applied as a modifier.
CEMEX • 2025 20-F REPORT • 230
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES
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, 2025. 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 57 |
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Sex Male
Citizenship Spanish
Nationality Spanish
Seniority Since 1996
Tenure as Chief Executive Officer of Cemex Since 2025
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JAIME MUGUIRO DOMÍNGUEZ
Chief Executive Officer
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 was in charge of several of Cemex’s operations, including the former Mediterranean Region, the South, Central America, and the Caribbean region, and, prior to assuming the role of our CEO, he served as President of Cemex USA. He also served as CEO of CLH, a company that was listed on the Colombian Stock Exchange. He currently serves as a member of the board of directors of Axtel, S.A.B. de C.V. and GCC, S.A.B. de C.V., both of which are Mexican companies listed on the MSE).
Education Mr. Muguiro Domínguez holds a B.A. degree in Management from San Pablo CEU University in Madrid, Spain, and a Law degree from the Universidad Complutense de Madrid, Spain. He also holds an MBA from the Massachusetts Institute of Technology in Cambridge, Massachusetts, and a Master’s degree in Taxation and Tax Law from the Centro de Estudios Financieros de Madrid, Spain.
CEMEX • 2025 20-F REPORT • 231
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Age 60 |
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Sex Male
Citizenship American
Nationality Spanish
Seniority Since 1998
Tenure as President of Cemex USA Since 2025 |
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JESÚS VICENTE GONZÁLEZ
HERRERA
President of Cemex USA
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, Executive Vice President of Sustainability, Commercial and Operations Development; and, more recently, President of Cemex South, Central America and the Caribbean.
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 • 2025 20-F REPORT • 232
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Age 55 |
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Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 1993
Tenure as President of Cemex Mexico Since 2025 |
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SERGIO MAURICIO MENÉNDEZ MEDINA
President of Cemex Mexico
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, as Vice President of Distribution Segment Sales in Mexico, and, most recently, as President of Cemex Europe, Middle East, Africa and Asia.
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.
CEMEX • 2025 20-F REPORT • 233
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Age 53 |
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Sex Male
Citizenship Spanish
Nationality Spanish
Seniority Since 2000
Tenure as President of Cemex Europe, Middle East and Africa Since 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
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.
CEMEX • 2025 20-F REPORT • 234
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Age 58 |
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Sex Male
Citizenship Mexican and American
Nationality Mexican and American
Seniority Since 2000
Tenure as President of Cemex South, Central America and the Caribbean Since 2025 |
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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 was president of the Colombian Chamber of Cement and Concrete from 2023 to 2025 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.
CEMEX • 2025 20-F REPORT • 235
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Age 55 |
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Sex Male
Citizenship Mexican and Spanish
Nationality Mexican
Seniority Since 1998
Tenure as Executive Vice President of Strategic Planning and Business Development Since 2020 |
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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 areas of 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 • 2025 20-F REPORT • 236
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Age 62 |
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Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 1996
Tenure as Executive Vice President of Digital and Organization Development Since 2020 |
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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 and 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 • 2025 20-F REPORT • 237
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Age 67 |
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Sex Male
Citizenship American
Nationality American
Seniority Since 2000
Tenure as Executive Vice President of Finance and Administration and Chief Financial Officer Since 2020 |
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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.
As Executive Vice President of Finance and Administration and CFO, he is the Head of the Finance Department.
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 • 2025 20-F REPORT • 238
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Age 66 |
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Sex Female
Citizenship American
Nationality American
Seniority Since 2006
Tenure as Executive Vice President of Investor Relations, Corporate Communications and Public Affairs Since 2021 |
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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 at Cemex prior to assuming her role as Executive Vice President of Investor Relations, Corporate Communications and Public Affairs. Ms. Rodriguez plays a central role in supporting our strategic priorities, capital markets positioning and corporate reputation, including communications related to financial performance, capital allocation, sustainability and regulatory matters. She brings over 25 years of experience in international finance and capital markets.
Prior to joining Cemex, Ms. Rodriguez held senior positions in investment banking and capital markets at Citibank and Santander. Additionally, she has served on the board of directors of several private and public companies. Currently, she sits on the board of directors of BDT & MSD Investment Corp, a $5 billion private credit fund in the United States. 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 • 2025 20-F REPORT • 239
| PART I |
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Age 53 |
|
|
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Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 1996
Tenure as Executive Vice President of Sustainability and Operations Development Since 2025 |
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RICARDO NAYA BARBA
Executive Vice President of Sustainability and Operations
Development
Experience at Cemex and Other Relevant Experience Mr. Naya Barba has nearly 30 years of experience at the Company. As Executive Vice President of Sustainability and Operations Development, he has global responsibility for the sustainability agenda, innovation, operational excellence, and the development of new business capabilities.
Previously, he served as President of Cemex Mexico for more than six years, as well as President of our operations in Colombia, Poland and the Czech Republic. In these roles, he promoted initiatives focused on operational efficiency, strengthening financial performance, and the adoption of sustainability and corporate governance practices.
He also has extensive commercial experience, having been responsible for the commercial area of Cemex Mexico, where he led growth, differentiation, and customer approach strategies.
In addition, he has built a solid career in Strategic Planning, having served as Vice President of Planning for the United States, South, Central America and the Caribbean regions, as well as for Europe, the Middle East and Asia, actively participating in defining long-term strategies, capital allocation, innovation, and business model transformation.
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.
CEMEX • 2025 20-F REPORT • 240
| PART I |
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Age 51 |
|
|
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Sex Male
Citizenship Mexican and German
Nationality Mexican
Seniority Since 1996
Tenure as Executive Vice President of Corporate Affairs Since 2021 |
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MAURICIO DOEHNER COBIÁN
Executive Vice President of Corporate Affairs
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, Enterprise Risk Management and Social Impact.
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., Trust for the Americas, Instituto Tecnológico y de Estudios Superiores de Monterrey’s Escuela de Ciencias Sociales y Gobierno (formerly EGAP) 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 • 2025 20-F REPORT • 241
| PART I |
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|
Age 56 |
|
|
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Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 2001
Tenure as Vice President of Global Enterprise Services Since 2021 |
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OSCAR BALMORE ELIZONDO
DE LA GARZA
Vice President of Global Enterprise Services
Experience at Cemex and Other Relevant Experience Mr. Elizondo de la Garza joined Cemex in 2001 and has held various corporate positions in the areas of information technology, global supplier management and service outsourcing, and shared services. In these roles, he has led global-scale initiatives with material impact on the Company’s operational efficiency, including the digital transformation of shared services.
Education Mr. Elizondo de la Garza holds a B.S. degree in Industrial Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey. He has completed executive programs and diplomas at the Universidad de Monterrey, including academic content from international institutions.
CEMEX • 2025 20-F REPORT • 242
| PART I |
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|
Age 57 |
|
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 1993
Tenure as Chief Comptroller Since 2025 |
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JAIME MARTÍNEZ MERLA
Chief Comptroller
Experience at Cemex and Other Relevant Experience Mr. Martínez Merla is a founding member of the Instituto de Control Interno, a professional association of internal control and internal audit practitioners, and serves as an independent member of the board of directors of several private companies. In addition, he is an independent member of the technical committee and chairman of the audit committee of Fibra MTY, a Mexican real estate investment trust listed on the MSE.
Mr. Martínez Merla is a certified public accountant.
Education Mr. Martínez Merla holds a B.A. degree in Accounting from the Universidad de Monterrey, A.C., a Master’s degree in Administration and Finance from the Universidad de Monterrey and a Master’s degree in Management Sciences from Stanford University. He has also attended executive programs at the Instituto Panamericano de Alta Dirección de Empresas (IPADE).
CEMEX • 2025 20-F REPORT • 243
| PART I |
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|
Age 57 |
|
|
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Sex Male
Citizenship Mexican
Nationality Mexican
Seniority Since 2000
Tenure as Senior Vice President of Legal Since 2017 |
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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.A.B. de C.V.’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, Nuevo León, Mexico, was a foreign associate in the law firm Fried, Frank, Harris, Shriver & Jacobson, in New York, New York, 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. Since April 2025, he is an alternate member of the board of directors of GCC, S.A.B. de C.V., a Mexican corporation listed on the MSE.
As Senior Vice President of Legal, Mr. Saldaña Madero serves as Legal Director (Director Jurídico, within the meaning of such term in the Disposiciones de Carácter General aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores issued by the CNBV) and is the Head of the Legal Department (Titular del Área Jurídica, within the meaning of such term in the Disposiciones de Carácter General aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores issued by the CNBV) of Cemex, S.A.B. de C.V.
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 Law School, and an International Tax Program diploma from Harvard University in Cambridge, Massachusetts, institution by which he was awarded 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 • 2025 20-F REPORT • 244
| PART I |
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Senior Management Skill Matrix
CEMEX • 2025 20-F REPORT • 245
| PART I |
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CEMEX • 2025 20-F REPORT • 246
| 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, 2025. 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 the AGM held on March 26, 2026, 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 AGM 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.
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Age 69 |
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 Publicly Listed Entities Mr. Zambrano Lozano is Executive Chairman of the Board of Directors of Cemex, S.A.B. de C.V.
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 Chair of the Finance Committee of Cemex, S.A.B. de C.V.’s Board of Directors.
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 Mexican leading real estate development company. With his vast experience and proven leadership, since his appointment as Executive Chairman of Cemex, S.A.B. de C.V.’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 • 2025 20-F REPORT • 247
| PART I |
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|
Age 73 |
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
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ARMANDO J. GARCÍA SEGOVIA
Board Memberships at Listed Entities Mr. García Segovia is a member of the Board of Directors of Cemex, S.A.B. de C.V., and an independent member of the board of Directors of GCC, S.A.B. de C.V., a Mexican company listed on the MSE.
Other Current Roles Mr. García Segovia is a member of the board of directors of Innovación y Conveniencia, S.A. de C.V. 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 company listed on the MSE) and Conek, S.A. de C.V. 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.A.B. de C.V.’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 • 2025 20-F REPORT • 248
| PART I |
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|
Age 80 |
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 MANUEL GARCÍA MURIEL
Board Memberships at Publicly Listed Entities Mr. García Muriel is a member of the Board of Directors of Cemex, S.A.B. de C.V.
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.A.B. de C.V.’s Board of Directors from 2016 until March 2023 and the Finance Committee of Cemex, S.A.B. de C.V.’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.A.B. de C.V.’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 • 2025 20-F REPORT • 249
| PART I |
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|
Age 70 |
DIRECTOR SINCE 2012 |
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
Type of Board Member Independent |
||
| Tenure on Cemex’s Corporate Practices and Finance Committee
|
Member since 2015 and Chair since 2019
|
|
FRANCISCO JAVIER FERNÁNDEZ
CARBAJAL
Board Memberships at Publicly Listed Entities Mr. Fernández Carbajal is a member of the Board of Directors of Cemex, S.A.B. de C.V., a member of the board of directors of VISA, Inc., a NYSE listed company, an alternate member of the board of directors of Fomento Económico Mexicano, S.A.B. de C.V., a Mexican company listed on the MSE and on the NYSE, and alternate member of the board of directors of Industrias Peñoles, S.A.B. de C.V., a Mexican company listed on the MSE.
Other Current Roles Mr. Fernández Carbajal is the chief executive officer of Servicios Administrativos Contry, S.A. de C.V.
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.A.B. de C.V.’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.
In the Board of Directors of Cemex, S.A.B. de C.V., Mr. Fernández Carbajal has been a member of the Audit Committee, the Sustainability, Climate Action, Social Impact and Diversity Committee, and of the Finance Committee and Corporate Practices Committee that previously assisted the Board of Directors.
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.
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Age 68 |
DIRECTOR SINCE 2015 |
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Sex Male
Citizenship British
Nationality British
Type of Board Member Independent |
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DAVID MANUEL MARTÍNEZ GUZMÁN
Board Memberships at Publicly Listed Entities Mr. Martínez Guzmán is a member of the Board of Directors of Cemex, S.A.B. de C.V., a member of the board of directors of Sigma Foods, S.A.B. de C.V. (formerly Alfa, S.A.B. de C.V.) and Alpek, S.A.B. de C.V., both of which are Mexican companies listed on the MSE.
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., a Mexican company.
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 Guzmán 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 was a member of the Board of Directors of Sabadell Bank, a Spanish bank listed in Spain, and of Vitro, S.A.B. de C.V., a Mexican company listed on the MSE.
Mr. Martínez Guzmán brings a renowned worldwide expertise in the financial sector and global markets to Cemex, S.A.B. de C.V.’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.
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|
Age 82 |
DIRECTOR SINCE 2016 |
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Sex Male
Citizenship Mexican
Nationality Mexican
Type of Board Member Independent
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| Tenure on Cemex’s Audit Committee
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Member since 2018 |
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EVERARDO ELIZONDO ALMAGUER
Board Memberships at Publicly Listed Entities Mr. Elizondo Almaguer is a member of the Board of Directors of Cemex, S.A.B. de C.V., and a member of the board of directors of Gruma, S.A.B. de C.V., a Mexican company listed on the MSE.
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 the Mexican financial companies Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte, Afore XXI-Banorte, S.A., and Rassini, S.A.P.I. de C.V.
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. (now Sigma Foods, S.A.B. de C.V., a Mexican company listed on the MSE), and at Grupo Financiero BBVA México, S.A. de C.V. (a Mexican 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.A.B. de C.V.’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.
Mr. Elizondo Almaguer was Chair of the Audit Committee of the Board of Directors of Cemex, S.A.B. de C.V.
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.
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|
Age 70 |
DIRECTOR SINCE 2017 |
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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 |
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MARCELO ZAMBRANO LOZANO
Board Memberships at Publicly Listed Entities Mr. Zambrano Lozano is a member of the Board of Directors of Cemex, S.A.B. de C.V. and 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 on the MSE.
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 Mexican real estate development corporation in the residential, commercial, and industrial sectors. Additionally, Mr. Zambrano Lozano is also a founding partner and member of the board of directors of Proyectos Industriales Carza (PIC), a Mexican company engaged in 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 company engaged in the distribution of gas, fuel, and other oil derivatives) and GreenPaper (Productora de Papel, S.A. de C.V.). a Mexican company engaged in the manufacturing and distribution of paper. He is also a member of the general board of Universidad de Monterrey, A.C.
Experience Mr. Zambrano Lozano’s ample knowledge of the real estate and construction industries in Mexico and the United States provides Cemex, S.A.B. de C.V.’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.
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|
Age 78 |
DIRECTOR SINCE 2017 |
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Sex Male
Citizenship Mexican
Nationality Mexican and Spanish
Type of Board Member Independent
|
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| Tenure on Cemex’s Audit Committee
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Member and Chair since March 2025 |
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RAMIRO GERARDO VILLARREAL MORALES
Board Memberships at Publicly Listed Entities Mr. Villarreal Morales is a member of the Board of Directors of Cemex, S.A.B. de C.V., a member of the board of directors of Andean Precious Metals, a Canadian company listed on the Toronto Stock Exchange, and a member of the board of directors and alternate member of the audit and corporate practices committee of GCC, S.A.B. de C.V., a Mexican public company listed on the MSE.
Other Current Roles Mr. Villarreal Morales is a member of the advisory board of Arendal, a corporation in the construction industry.
Experience Mr. Villarreal Morales qualifies as a “financial expert” for the purposes related to SOX.
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.A.B. de C.V.’s Board of Directors and the Chief Executive Officer until December 2017. Mr. Villarreal Morales was a member of the Corporate Practices and Finance Committee of the Board of Directors of Cemex, S.A.B. de C.V.
Previously, he served on the board of directors of Banco Bancrea, S.A., Institución de Banca Múltiple, a Mexican bank, on the board of directors and board committees of other listed companies, and as deputy managing director of the regional bank division of Banpaís (now Banorte), 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.A.B. de C.V.’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 provides Cemex, S.A.B. de C.V.’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 • 2025 20-F REPORT • 254
| PART I |
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|
Age 76 |
DIRECTOR SINCE 2018 |
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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 Publicly Listed Entities Mr. Jaramillo Sanint is a member of the Board of Directors of Cemex, S.A.B. de C.V., and 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 Colombian non-profit organization), Medicines for Malaria Ventures (a Swiss non-profit organization) based in Geneva, Switzerland, and Banco BTG Pactual, Colombia and of Aliar, S.A. (an agro-industrial company engaged in 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 has raised considerable funds for its causes.
From October 2012 to April 2018, he was a member of the board of directors and chair of the audit committee of Cemex Latam Holdings, S.A., a Spanish 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.A.B. de C.V.’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.
CEMEX • 2025 20-F REPORT • 255
| PART I |
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|
Age 65 |
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 Publicly Listed Entities Mrs. Aguilera Navarro is a member of the Board of Directors of Cemex, S.A.B. de C.V., and a member of the board of directors of Making Science, a corporation listed on BME Growth.
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.
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 Dirección. 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 Laureate Universities, Indra, Banco BMN, Aegón Seguros, Banca Farmafactoring S.p.A., Hightech Payment System S.A., Lar España, Oryzon Genomics and Clínica Baviera.
With her experience in multinational corporations in Europe, Mrs. Aguilera Navarro brings to Cemex, S.A.B. de C.V.’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.
CEMEX • 2025 20-F REPORT • 256
| PART I |
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|
Age 63 |
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 Publicly Listed Entities Dr. Melgar Palacios is a member of the Board of Directors of Cemex, S.A.B. de C.V., a member of the board of directors of Smurfit Westrock Group PLC, an Irish conglomerate listed on the NYSE and the London Stock Exchange, and a member of the Audit Committee of such board. 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.A.B. de C.V.’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.
CEMEX • 2025 20-F REPORT • 257
| PART I |
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|
Age 68 |
DIRECTOR SINCE 2025 |
|
|
Sex Male
Citizenship Mexican
Nationality Mexican
|
||
| Type of Board Member |
Independent | |
| Tenure on Cemex’s Corporate Practices and Finance Committee |
Since March 2025 |
|
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|
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ISAURO ALFARO ALVAREZ
Board Memberships at Publicly Listed Entities Mr. Alfaro Alvarez is a member of the Board of Directors of Cemex, S.A.B. de C.V., and a member of the board of directors of Regional, S.A.B. de C.V., a Mexican financial institution listed on the MSE.
He is an independent member of the investments committee of Finsa Real Estate Management III, S. de R.L. de C.V., 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.A.B. de C.V.’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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| PART I |
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Board of Directors Skill Matrix Snapshot of the Board of Directors as of December 31, 2025
CEMEX • 2025 20-F REPORT • 259
| PART I |
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CEMEX • 2025 20-F REPORT • 260
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Familial relationships among members of Cemex, S.A.B. 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 Manuel García Muriel.
Rodolfo Manuel García Muriel
Mr. Rodolfo Manuel García Muriel has a familial relationship with Mr. Armando J. García Segovia.
CEMEX • 2025 20-F REPORT • 261
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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, 2025, is addressed in this section.
Senior Management
Sex
As of December 31, 2025, our senior management was comprised of 14 members, of which 93% were men and 7% were women.
Seniority (in years at the Company)
As of December 31, 2025, our senior management’s average years at the Company was 27 years.
Board of Directors
Sex
As of December 31, 2025, our 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 December 31, 2025, our Board of Directors’ average tenure was 15 years.
Independence
As of December 31, 2025, our 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 criteria.
As of December 31, 2025, 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. |
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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 through 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, 2025, Cemex, S.A.B. de C.V.’s Board of Directors was comprised of 12 members, of which ten were independent and two 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.
During 2025, 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 2025, Cemex, S.A.B. de C.V.’s Audit Committee was mainly 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; |
CEMEX • 2025 20-F REPORT • 264
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| • | 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 internal audit 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 United States; |
| • | 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 2025, our Audit Committee met four times to discuss and consider a wide range of relevant issues, with a meeting attendance of 100%.
Based on the Mexican Securities Market Law, our by-laws, and the activities conducted in 2025, Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee was mainly 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 members of senior management. In particular, the Corporate Practices and Finance Committee recommended to the Board of Directors the appointment of Cemex’s CEO and oversaw various organizational changes that included the appointment of several members of senior management; |
| • | supporting the Board of Directors in producing different reports and opinions submitted to the shareholders; |
| • | reviewing policies regarding use of corporate assets; |
| • | reviewing unusual or material transactions; |
| • | evaluating waivers granted to directors or members of senior management 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 and business strategy and their implementation, including the review of our growth strategy, portfolio rebalancing, advances in divestments, growth in certain markets and business segments, implementation of Project Cutting Edge, financial transactions, and Cemex’s global risk agenda. |
During 2025, our Corporate Practices and Finance Committee met six times to discuss and consider a wide range of relevant issues, with a meeting attendance of 100%.
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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 chairs, are required to be independent directors. The Chair 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, 2025. 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 the AGM held on March 26, 2026, see “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Ordinary General Shareholders’ Meeting.” 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. Ramiro Gerardo Villarreal Morales and Everardo Elizondo Almaguer each qualify as an “audit committee financial expert” for purposes of SOX. See “Item 16A. Audit Committee Financial Expert.”
AUDIT COMMITTEE
| Ramiro Gerardo Villarreal Morales |
Chair | |||
| Everardo Elizondo Almaguer |
Member | |||
| Gabriel Jaramillo Sanint |
Member | |||
CORPORATE PRACTICES AND FINANCE COMMITTEE
| Francisco Javier Fernández Carbajal |
Chair | |||
| Rodolfo Manuel García Muriel |
Member | |||
| Isauro Alfaro Alvarez |
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 AGM 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 AGM. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Ordinary General Shareholders’ Meeting.”
Based on our by-laws, and the activities conducted in 2025, Cemex, S.A.B. de C.V.’s Sustainability, Climate Action, Social Impact, and Diversity Committee was mainly 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; |
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| • | endorsing a model of sustainability, priorities, and key indicators, including our current “Future in Action” climate action and nature 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, if any; |
| • | reviewing the progress in achieving our sustainability objectives; |
| • | reviewing and updating Cemex’s current “Future in Action” climate action and nature program; |
| • | reviewing the communication strategy in sustainability issues; and |
| • | 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. |
During 2025, 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 100%.
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, 2025. 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 the AGM, held on March 26, 2026 see “Item 5. Operating and Financial Review and Prospects—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Ordinary General Shareholders’ Meeting.” The terms of the members of the Committee are indefinite.
SUSTAINABILITY, CLIMATE ACTION, SOCIAL IMPACT, AND DIVERSITY COMMITTEE
| Armando J. García Segovia |
Chair | |||
| 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, 2025, the aggregate amount of compensation we paid to all members of Cemex, S.A.B. de C.V.’s senior management, as identified in this annual report, was $56 million, which amount includes compensation paid to the members of Cemex, S.A.B. de C.V.’s Board of Directors and the compensation of our senior management. Of the $56 million paid to members of our senior management, $14 million corresponded to base compensation and $9 million to cash-based performance bonuses reflecting fiscal year 2024 results that were paid in fiscal year 2025, with a consolidated payout of 94.4% versus target, and $6 million related to pension and post-employment benefits. The remaining $27 million corresponds to stock-based long-term compensation, which includes vested shares awarded in the current year, as well as vested shares from previous grants corresponding to fiscal years 2022, 2023, and 2024 for the KVP Plan and Ordinary Plan. This amount also considers the paid Performance Plan 2022 through 2025.
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The following table discloses the amount of compensation paid to our senior management for the years ended December 31, 2025, 2024 and 2023:
| Year |
Average Total Compensation (millions of Dollars)(1)(2) |
Average Adjusted Compensation (millions of Dollars)(1)(3) |
Consolidated Net Income (Loss) (millions of Dollars) |
Most significant financial measure |
||||||||||||
| 2025 |
3.3 | 7.6 | 970.0 | CVA | ||||||||||||
| 2024 |
3.7 | 4.6 | 960.0 | CVA | ||||||||||||
| 2023 |
5.0 | 7.6 | 199.0 | CVA | ||||||||||||
| (1) | Our senior management includes our Executive Committee members, our Chief Comptroller, our Senior Vice President of Legal and, for the purpose of the 2025 report, our Vice President of Global Enterprise Services. Additionally for 2025 the amount includes former CEO and former Vice President of Controllership. |
| (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). |
The aggregate amount of compensation granted to all members of Cemex, S.A.B. de C.V.’s senior management was $60 million. This amount includes compensation paid to the members of Cemex, S.A.B. de C.V.’s Board of Directors and the compensation of our senior management. Of the $60 million granted to members of our senior management, $14 million was paid as base compensation and $14 million was granted as cash-based performance bonuses reflecting fiscal year 2025 results that will be paid in fiscal year 2026, with a consolidated payout of 149.7% versus target and $6 million related to pension and post-employment benefits. The remaining $26 million corresponds to stock-based long-term compensation granted during the year, which will vest in future years in accordance with the applicable grant conditions. This amount considers the granted Performance Plan 2025-2028, KVP Plan and Ordinary Plan.
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.
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, 2025 approximately 4,500 executives participated in 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 sustainability-related factors.
Health and Safety, our number one value, is a foundational consideration in executive performance assessments. Health and Safety outcomes are embedded in performance management processes and are considered in both variable compensation decisions and career advancement, reinforcing leadership accountability for safe operations and the well-being of employees and contractors.
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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 2025, consolidated CVA in addition to the CO2 Emissions Component resulted in a VCP consolidated payout of 149.7%1. The resulting VCP payment for senior management is $14 million. In the table below, the consolidated VCP payout granted for the senior management, assigned to our corporate global business units (i.e., not for regional or country operations) for the past three years is shown:
| Year |
Consolidated Payout1 |
Variable Compensation (millions of Dollars) |
||||||
| 2025 |
149.7 | % | 14 | |||||
| 2024 |
94.4 | % | 9 | |||||
| 2023 |
198.8 | % | 15 | |||||
| 1 | Final payout for senior management may vary according to the business unit result in which they operate. |
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Compensation of Cemex, S.A.B. de C.V.’s Directors and Members of Our Senior Management—Variable Compensation Plan.”
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 675 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, that, depending on the level of the participant, ranges from 10% to 55% 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. One member of our senior management participated in the Ordinary Plan.
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Our KVP Plan establishes non-qualified deferred compensation earnings. As of December 31, 2025, 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 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, 2025, with the exception of one member, the rest of our senior management participated in the KVP Plan.
The total number of ADSs granted for the Ordinary Plan and the KVP Plan during 2025 were 5 million and 3 million, respectively, of which 2 million were granted to our senior management. In 2025, 3 million net ADSs of the Ordinary Plan and 3 million net ADSs of the KVP Plan were purchased in the secondary market, representing the first 25% of the 2025 compensation program, the second 25% of the 2024 compensation program, the third 25% of the 2023 compensation program and the final 25% of the 2022 compensation program. Of these ADSs purchased, 2 million ADSs corresponded to our senior management.
As of December 31, 2025, 46 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 awarded under the Extraordinary Management Grant were calculated based on the result of the gross annual guaranteed compensation of the participants in Dollars as of May 31, 2025, 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, 2025.
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, 2025, 0.2 million net ADSs had been purchased, representing 100% of the 2022 compensation program.
Finally, our executives in key value positions participate in an additional RSIP program known as the Performance Plan. As of December 31, 2025, the Performance Plan had 47 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 is calculated based on the result of the gross annual guaranteed compensation of the participants in Dollars as of May 31, 2025, 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, 2025. 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 of Emerging Markets—LATAM Industry Index, which is comprised of 80 companies as of December 31, 2025.
Beginning in 2026, the two market references will be adjusted to better align the Performance Plan with the Company’s profile and strategic objectives. The first market reference will consist of six publicly traded companies from the global construction and materials industry. The second market reference will be replaced by the S&P/BMV IPC Index, which was comprised of 35 companies as of December 31, 2025. 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 or ADSs, as applicable, become unrestricted immediately. In 2025, approximately 2.4 million ADSs were granted during 2025 under the Performance Plan, out of which 1.6 million ADSs were granted to our senior management, with an estimated fair value of 140.65%, which are expected to vest on July 1, 2028. In 2025, 2024 and 2023, 0.7 million net ADSs, 0.1 million net ADSs, and 29 million net CPOs, respectively, were vested to our senior management.
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For further information, see note 23 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Compensation of Cemex, S.A.B. de C.V.’s Chief Executive Officer and Senior Management(1)
| Full Year 2025—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 2025—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, most members of our Executive Committee have entered into change of control agreements that have been 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 2025 by WTW (formerly Willis, Towers, Watson), a firm specialized in multinational risk management, insurance brokerage and company advisory, which assists us with different matters regarding compensation.
Cemex, S.A.B. de C.V.’s Board of Directors, other than its Chairman, is compensated in a fixed manner based on participation in board and board 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 2025, the amount approved by our shareholders was $31,444 per board meeting attended and $7,556 per committee meeting attended, and the actual amount paid for attendance to these meetings was approximately $2.36 million. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B.
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de C.V.’s Shareholders’ Meetings.”
The 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 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 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 under Mexican Securities Market Law criteria. 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, 2025, we had 39,886 employees worldwide, which represented a decrease of approximately 11.5% from the total number of employees we had as of December 31, 2024. The following table sets forth the number of our employees and a breakdown of their geographic location as of December 31, 2023, 2024 and 2025:
| Location |
2023 | 2024 | 2025 | |||||||||
| Mexico |
19,800 | 19,457 | 16,388 | |||||||||
| United States |
9,085 | 9,304 | 8,807 | |||||||||
| Europe |
9,374 | 9,455 | 8,542 | |||||||||
| MEA |
2,213 | 2,160 | 2,245 | |||||||||
| SCA&C |
4,771 | 4,716 | 3,904 | |||||||||
| Total |
45,243 | 45,092 | 39,886 | |||||||||
As of December 31, 2025, approximately 49% of our employees were unionized.
In Mexico, as of December 31, 2025, 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 2025, we reviewed 113 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, 2025, approximately 28% 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. 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, 2025, our subsidiaries in Spain had 1,182 employees with collective bargaining agreements. Additionally, 592 of them, corresponding to employees in the cement business, had a company-specific collective bargaining agreement that had been renewed until December 31, 2025, which, although expired, continues to be in full force and effect during the negotiations for a new collective bargaining agreement between the parties.
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Within the ready-mix concrete, mortar, aggregates and transport sectors, as well as office-based employees not related to the cement business, 590 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, 56 employees corresponding to the aggregates sector have a collective agreement to remain in effect until December 31, 2026. Furthermore, 27 employees attending service centers are covered by a company-specific collective bargaining agreement that had been renewed until December 31, 2025, which, although expired, continues to be in full force and effect during the negotiations for a new collective bargaining agreement between the parties. The remaining employees are covered by industry-specific agreements.
In the United Kingdom, as of December 31, 2025, our cement manufacturing and cement supply chain operations had collective bargaining agreements with Unite the Union, and our offshore marine operations has a recognition agreement with Nautilus. 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, 2025, 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.”). This means salaries are negotiated between the applicable company and the trade union IG B.A.U. Collective bargaining agreement negotiations occurred thereto during the second half of 2025 and resulted in the execution of agreements that will expire in 2026 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 in the first half of 2026.
In France, as of December 31, 2025, 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, 2029.
In Israel, as of December 31, 2025, 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, 2025, 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 on October 17, 2024 for a period of three years covering 2025, 2026 and 2027.
In Colombia, as of December 31, 2025, 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. 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.
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As of December 31, 2025, the majority of our employees in Trinidad and Tobago and Jamaica are covered under collective bargaining agreements. In 2025, we entered into a new memorandum of agreement in Trinidad and Tobago with the Oilfields Workers’ Trade Union which resulted in certain advance payments and contributed to reducing the liability owed to employees. The memorandum of agreement has no specific expiration date and will remain in full force and effect until further notice.
In Jamaica, as of December 31, 2025, approximately 48% 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 (18%) and the monthly paid technicians and operators (12%), and STAFF Association, representing the coordinators and administrative assistants (14%). Additionally, the Union of Technical Administrative and Supervisory Personnel represent 4% our employees in Jamaica. All collective bargaining agreements are set to expire by December 31, 2027, with UCASE hourly expiring June 30, 2027.
Following the sale of our operations in Panama on October 6, 2025, the employees of those operations are no longer part of our workforce. For further information, 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.”
Share Ownership
As of December 31, 2025, 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 2.82% of Cemex, S.A.B. de C.V.’s outstanding shares, including shares underlying stock options and restricted securities 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. Other than David Manuel Martínez Guzmán, who as of December 31, 2025 beneficially owned 1.62% of Cemex, S.A.B. de C.V.’s outstanding capital stock, as of December 31, 2025, 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, Inc. (“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. 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.
The information contained in a statement on Schedule 13G, filed with the SEC on August 13, 2025, stated that according to their calculations made as of June 30, 2025, Dodge & Cox beneficially owned 950,238,350 CPOs, representing 6.6% of Cemex, S.A.B.
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de C.V.’s outstanding capital stock. Dodge & Cox does not have voting rights different from our other non-Mexican holders of CPOs.
As of December 31, 2025, 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 of January 1, 2025, all unvested CPOs were changed to ADSs and all awards granted under the RSIP since January 1, 2025 have been, and all future awards granted under the RSIP are expected to be, granted in ADSs.
As of December 31, 2025, 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 Dodge & Cox, we are not aware of any person that is the beneficial owner of 5% or more of any class of Cemex, S.A.B. de C.V.’s voting securities. Even though the CPO trust is the registered holder of 99.99% of Series A shares and 99.99% of Series B shares of Cemex, S.A.B. de C.V. outstanding as of December 31, 2025, the CPO trust is not the beneficial owner of such shares.
As of December 31, 2025, Cemex, S.A.B. de C.V.’s subsidiaries owned 20.54 million CPOs, representing approximately 0.1416% 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 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, 2025, we had 388 ADS holders of record, holding 641,657,869 ADRs, representing 6,416,578,690 CPOs, or approximately 44.23% 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 Chair) if such transaction can be valued at $120,000 annually or more.
From January 1, 2025 through December 31, 2025, 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, 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 and Caribbean Cement Company Limited; with other companies in which Cemex has a non-controlling position, including GCC and Lehigh White Cement Company; with companies in which Cemex, S.A.B. de C.V.’s Board of Director members or members of senior management are members of such company’s board of directors, including Banco Santander de Negocios de México, S.A. de C.V. and affiliates, GCC, 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, Smurfit Westrock Group PLC, Productora de Papel, S.A. de C.V., Finsa Real Estate Management III, S. de R.L. de C.V.; and with companies at which members of Cemex’s senior management have family members, like Cementos Españoles de Bombeo, S. de R.L., HSBC México, S.A. and affiliates, and McKinsey & Company Inc. México, S.C. and affiliates, all of which, for the year ended December 31, 2025, 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. None of these transactions proposed or executed in 2025 are material to Cemex or, to the best of our knowledge, the related party.
During the same period, we did not have any outstanding loans to any member of Cemex, S.A.B. de C.V.’s Board of Directors or members of its 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 AGM. 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. 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, royalties, management fees or otherwise.
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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 execute any shareholder returns is highly dependent on its 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 or pay a dividend in 2023. Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s AGM held on March 22, 2024, Cemex, S.A.B. de C.V. paid a cash dividend to shareholders during the years ended December 31, 2024 and 2025 in four installments of $0.000689 per share ($0.012712 Mexican Pesos per share), $0.000689 per share ($0.013496 Mexican Pesos per share), $0.000689 per share ($0.013886 Mexican Pesos per share) and $0.000689 per share ($0.013974 Mexican Pesos per share). Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s AGM held on March 25, 2025, Cemex, S.A.B. de C.V. paid three installments of a cash dividend to shareholders during the year ended December 31, 2025 of $0.000746 per share ($0.014105 Mexican Pesos per share), $0.000746 per share ($0.013699 Mexican Pesos per share), and $0.000746 per share ($0.013468 Mexican Pesos 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 our Shareholder Dividend Program.”
Significant Changes
Except as described herein, no significant change has occurred since the date of our 2025 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 |
||||||||||||||||||||||||
| 2021 |
17.64 | 10.39 | 13.99 | 8.89 | 5.16 | 6.78 | ||||||||||||||||||
| 2022 |
13.96 | 6.52 | 7.88 | 6.82 | 3.20 | 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 | ||||||||||||||||||
| 2025 |
21.42 | 10.31 | 20.67 | 11.98 | 5.02 | 11.49 | ||||||||||||||||||
| Quarterly |
||||||||||||||||||||||||
| 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 | ||||||||||||||||||
| 2025 |
||||||||||||||||||||||||
| First quarter |
13.85 | 11.03 | 11.55 | 6.78 | 5.36 | 5.61 | ||||||||||||||||||
| Second quarter |
13.94 | 10.31 | 12.95 | 7.19 | 5.02 | 6.93 | ||||||||||||||||||
| Third quarter |
17.63 | 13.29 | 16.40 | 9.55 | 7.10 | 8.99 | ||||||||||||||||||
| Fourth quarter |
21.42 | 16.30 | 20.67 | 11.98 | 8.89 | 11.49 | ||||||||||||||||||
| Monthly |
||||||||||||||||||||||||
| 2025-2026 |
||||||||||||||||||||||||
| October |
19.04 | 16.30 | 18.88 | 10.29 | 8.89 | 10.15 | ||||||||||||||||||
| November |
19.37 | 18.52 | 19.37 | 10.79 | 10.00 | 10.79 | ||||||||||||||||||
| December |
21.42 | 19.35 | 20.67 | 11.98 | 10.60 | 11.49 | ||||||||||||||||||
| January |
22.65 | 20.68 | 21.68 | 13.17 | 11.53 | 12.48 | ||||||||||||||||||
| February |
22.27 | 20.79 | 21.56 | 12.94 | 11.95 | 12.51 | ||||||||||||||||||
| March |
21.12 | 18.00 | 20.55 | 12.15 | 9.99 | 11.44 | ||||||||||||||||||
| April(3) |
20.79 | 20.08 | 20.76 | 12.00 | 11.23 | 12.00 | ||||||||||||||||||
Source: Based on information from the MSE, BIVA, and NYSE.
| (1) | As of December 31, 2025, 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 20, 2026. |
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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) | ADS(1) | ||||||
| Annual |
||||||||
| 2021 |
8,231 | 2,203 | ||||||
| 2022 |
8,987 | 1,587 | ||||||
| 2023 |
11,526 | 1,631 | ||||||
| 2024 |
14,518 | 2,232 | ||||||
| 2025 |
10,058 | 2,851 | ||||||
| Quarterly |
||||||||
| 2024 |
||||||||
| First quarter |
3,130 | 398 | ||||||
| Second quarter |
4,116 | 433 | ||||||
| Third quarter |
4,091 | 737 | ||||||
| Fourth quarter |
3,180 | 664 | ||||||
| 2025 |
||||||||
| First quarter |
2,827 | 618 | ||||||
| Second quarter |
2,679 | 974 | ||||||
| Third quarter |
2,620 | 736 | ||||||
| Fourth quarter |
1,932 | 523 | ||||||
| Monthly |
||||||||
| 2025-2026 |
||||||||
| October |
782 | 237 | ||||||
| November |
538 | 158 | ||||||
| December |
611 | 128 | ||||||
| January |
667 | 127 | ||||||
| February |
809 | 128 | ||||||
| March |
1,016 | 182 | ||||||
| April(3) |
460 | 64 | ||||||
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 volumes are as of April 20, 2026. |
As of the date of this annual report and during the year ended December 31, 2025, we had no engagement in place for the services of a market maker.
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.
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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. also owns a substantial part of the intangible assets and intellectual property used by it and its operating subsidiaries in connection with the conduct of their respective business operations worldwide. 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.
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.
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 CEO, 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 AGM.
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.
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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 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 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.
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.
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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. 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 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 certain 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 cancellation 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.
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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 Chair 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. 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 AGM 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 AGM is in charge of the following:
| • | reviewing the annual report of Cemex, S.A.B. de C.V.’s CEO, 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; |
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| • | 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 chairs, 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 include:
| • | 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.
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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.
The attendance quorum for an AGM 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 the Chair of Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee or Audit Committee to 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.
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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 AGM, 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 matter is obligated to disclose such conflict and is prohibited from voting on that matter. A shareholder who violates this prohibition may be liable for damages if the relevant matter 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 matter must disclose that fact to the other directors and is prohibited from participating and being present during the deliberations and voting on that matter. 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.
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de C.V. and receive an amount equal to the book value (in accordance with the latest statement of financial position approved by the AGM) 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 AGM, a report from Cemex, S.A.B. de C.V.’s CEO, including Cemex, S.A.B. de C.V.’s financial statements and a report on them prepared by the statutory auditors are submitted for approval by Cemex, S.A.B. de C.V.’s shareholders. Cemex, S.A.B. de C.V.’s shareholders, once they have approved the financial statements, determine the allocation of our net income for the preceding year, after provision for income taxes, legal reserve and statutory employee profit sharing payments. All outstanding shares of Cemex, S.A.B. de C.V.’s capital stock are entitled to share equally in a 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: 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 AGM 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 in 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.
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During 2021, Cemex did not use the repurchase program authorized at Cemex, S.A.B. de C.V.’s AGMs 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 AGM 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 AGMs 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 during 2022 under such repurchase programs were proposed and subsequently approved for cancellation at Cemex, S.A.B. de C.V.’s AGM held on March 23, 2023.
Cemex, S.A.B. de C.V. did not declare or pay a dividend in 2023. Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s AGM held on March 22, 2024, Cemex, S.A.B. de C.V. paid a cash dividend to shareholders during the years ended December 31, 2024 and 2025 in four installments of $0.000689 per share ($0.012712 Mexican Pesos per share), $0.000689 per share ($0.013496 Mexican Pesos per share), $0.000689 per share ($0.013886 Mexican Pesos per share) and $0.000689 per share ($0.013974 Mexican Pesos per share). Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s AGM held on March 25, 2025, Cemex, S.A.B. de C.V. paid three installments of a cash dividend to shareholders during the year ended December 31, 2025 of $0.000746 per share ($0.014105 Mexican Pesos per share), $0.000746 per share ($0.013699 Mexican Pesos per share), and $0.000746 per share ($0.013468 Mexican Pesos 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 our Shareholder Dividend Program.”
As of December 31, 2025, the authorized, issued, subscribed and paid capital stock of the Company was Ps 124,523,042.36. As of December 31, 2025, Cemex, S.A.B. de C.V.’s common stock was represented as below. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to our Stock Repurchase Program.”
| December 31, 2025 | ||||||||
| Series A(1) | 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, 2025, 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.”
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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) (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. 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.
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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. 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.
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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.
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 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.
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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. 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.
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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.
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 or +1 (212) 317-6011, attention to Patricio Treviño, or by emailing ir@cemex.com.
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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
ITEM 12A. DEBT SECURITIES
Not applicable.
ITEM 12B. WARRANTS AND RIGHTS
Not applicable.
ITEM 12C. OTHER SECURITIES
Not applicable.
ITEM 12D. AMERICAN DEPOSITARY SHARES
Depositary Fees and Charges
Under the terms of the Deposit Agreement for Cemex, S.A.B. de C.V.’s ADSs, an ADS holder may have to pay the following service fees to the depositary:
| Services |
Fees | |
| Issuance of ADSs upon deposit of eligible securities |
Up to 5¢ per ADS issued. | |
| Surrender of ADSs for cancelation and withdrawal of deposited securities |
Up to 5¢ per ADS surrendered. | |
| Exercise of rights to purchase additional ADSs |
Up to 5¢ per ADS issued. | |
| Distribution of cash (i.e., upon sale of rights and other entitlements) |
Up to 2¢ per ADS held. |
An ADS holder also is responsible to pay fees and expenses incurred by the ADS depositary and taxes and governmental charges including, but not limited to:
| • | transfer and registration fees charged by the registrar and transfer agent for eligible and deposited securities, such as upon deposit of eligible securities and withdrawal of deposited securities; |
| • | expenses incurred for converting foreign currency into Dollars; |
| • | expenses for cable, telex, and fax transmissions and for delivery of securities; |
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| • | 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, 2025
In 2025, we received $1,814,455.09 (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 our 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, 2025.
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, our 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 our 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, 2025, 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, 2025.
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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-1 of this annual report.
For the years ended December 31, 2023, 2024 and 2025, KPMG Cárdenas Dosal, S.C. was our external auditor. As a result of its audit of our consolidated financial statements for the years ended December 31, 2023, 2024 and 2025, 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, 2025 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, who was Chair of the Audit Committee until the AGM of Cemex, S.A.B. de C.V. held on March 25, 2025, and Mr. Ramiro Gerardo Villarreal Morales, who became Chair of the Audit Committee following the AGM of Cemex, S.A.B. de C.V. held on March 25, 2025, 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.
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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. We expect our suppliers to act with the same integrity;
(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) International trade laws: we follow the applicable trade controls, economic sanctions, anti-terrorism and anti-boycott laws and regulations of the countries where we operate and do business, and incorporate sanctions screening into our due diligence to avoid transactions with blacklisted or sanctioned individuals, entities, or countries;
(xvi) 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;
(xvii) 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;
(xviii) 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;
(xix) 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.
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We can make political contributions as long as the contributions are allowed by local law and pre-approved internally;
(xx) 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;
(xxi) 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;
(xxii) Intellectual property: we seek the protection of Cemex’s intellectual property and capture innovation to achieve added value and freedom to operate. Cemex recognizes and respects the intellectual property of third parties and intends to prevent and avoid consequences of potential infringement of third parties’ rights;
(xxiii) 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
(xxiv) 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 $15.6 million in 2025 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 2024, KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $17.3 million for these services.
Audit-Related Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $0.6 million in 2025 and 2024 for assurance and related services reasonably related to the performance of our audit.
Tax Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $1.2 million in 2025 for tax compliance, tax advice and tax planning. In 2024, KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $1.0 million for tax-related services.
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All other fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us $0.1 million in 2025 and 2024 for products and services other than those comprising audit fees, audit-related fees and tax fees.
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. 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, 2025, 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), 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.
CEMEX • 2025 20-F REPORT • 301
| PART II |
||||
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, 2025, Cemex, S.A.B. de C.V.’s Board of Directors had 12 members, of which 83% 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 | |
CEMEX • 2025 20-F REPORT • 302
| PART II |
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| NYSE LISTING STANDARDS | CEMEX CORPORATE GOVERNANCE PRACTICE | |
| director has a familial relationship with a person described in (i) to (iv) above. 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. | ||
| 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, 2025 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 |
|
CEMEX • 2025 20-F REPORT • 303
| PART II |
||||
| NYSE LISTING STANDARDS | CEMEX CORPORATE GOVERNANCE PRACTICE | |
| merger and acquisitions opportunities as well as asset sales, including financial and related transactions; and carrying out other activities described under Mexican 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, 2025 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 |
|
CEMEX • 2025 20-F REPORT • 304
| PART II |
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| NYSE LISTING STANDARDS | CEMEX CORPORATE GOVERNANCE PRACTICE | |
| 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; 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 internal audit 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. |
CEMEX • 2025 20-F REPORT • 305
| PART II |
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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, which are published on the Company’s website, and Mexican laws and regulations, which are public, 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 AGM held on March 22, 2024, Cemex, S.A.B. de C.V.’s shareholders resolved to extend the RSIP until December 31, 2028. | |
CEMEX • 2025 20-F REPORT • 306
PART II |
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PART II |
||||
Cemex, S.A.B. de C.V. and Subsidiaries: |
||||
| F- 2
|
||||
| F- 5
|
||||
| F- 6
|
||||
| F- 7
|
||||
| F- 8
|
||||
| F- 9
|
||||
| F- 10
|
||||
| F- 11
|
||||
Years ended December 31, |
||||||||||||||||||||||
Note |
2025 |
2024 |
2023 |
|||||||||||||||||||
| Revenues |
4 |
$ |
16,132 | 16,063 | 16,404 | |||||||||||||||||
| Cost of sales |
6 |
(10,821 | ) | (10,655 | ) | (10,868 | ) | |||||||||||||||
| |
|
|||||||||||||||||||||
| Gross profit |
5,311 |
5,408 |
5,536 |
|||||||||||||||||||
| Operating expenses |
7 |
(3,522 | ) | (3,585 | ) | (3,590 | ) | |||||||||||||||
| |
|
|||||||||||||||||||||
| Operating earnings before other expenses, net |
2 |
1,789 |
1,823 |
1,946 |
||||||||||||||||||
| Other expenses, net |
8 |
(784 | ) | (1 | ) | (205 | ) | |||||||||||||||
| |
|
|||||||||||||||||||||
| Operating earnings |
1,005 |
1,822 |
1,741 |
|||||||||||||||||||
| Financial expense |
3.4 |
(454 | ) | (545 | ) | (529 | ) | |||||||||||||||
| Financial income and other items, net |
9 |
148 | (379 | ) | 16 | |||||||||||||||||
| Share of profit of equity accounted investments |
14.1 |
90 | 93 | 98 | ||||||||||||||||||
| |
|
|||||||||||||||||||||
| Earnings before income tax |
789 |
991 |
1,326 |
|||||||||||||||||||
| Income tax |
21 |
(385 | ) | (67 | ) | (1,205 | ) | |||||||||||||||
| |
|
|||||||||||||||||||||
| Net income from continuing operations |
404 |
924 |
121 |
|||||||||||||||||||
| Discontinued operations |
5.2 |
566 | 36 | 78 | ||||||||||||||||||
| |
|
|||||||||||||||||||||
| CONSOLIDATED NET INCOME |
970 |
960 |
199 |
|||||||||||||||||||
| Non-controlling interest net income |
10 | 21 | 17 | |||||||||||||||||||
| |
|
|||||||||||||||||||||
| CONTROLLING INTEREST NET INCOME |
$ |
960 |
939 |
182 |
||||||||||||||||||
| |
|
|||||||||||||||||||||
Basic earnings per share |
24 |
$ |
0.0221 | 0.0217 | 0.0042 | |||||||||||||||||
Basic earnings per share from continuing operations |
24 |
$ |
0.0091 | 0.0209 | 0.0024 | |||||||||||||||||
Diluted earnings per share |
24 |
$ |
0.0218 | 0.0213 | 0.0041 | |||||||||||||||||
Diluted earnings per share from continuing operations |
24 |
$ |
0.0090 | 0.0205 | 0.0023 | |||||||||||||||||
Years ended December 31, |
||||||||||||||||||||||
Note |
2025 |
2024 |
2023 | |||||||||||||||||||
| CONSOLIDATED NET INCOME |
$ |
970 |
960 |
199 |
||||||||||||||||||
Items that will not be reclassified subsequently to the Income Statement |
||||||||||||||||||||||
| Net actuarial results from defined benefit pension plans |
20 |
(12 | ) | 74 | (45 | ) | ||||||||||||||||
| Effects from strategic equity investments |
14.2 |
8 | 1 | (2 | ) | |||||||||||||||||
| Income tax result recognized directly in other comprehensive income |
21.2 |
5 | (11 | ) | 5 | |||||||||||||||||
| |
|
|||||||||||||||||||||
| 1 | 64 | (42 | ) | |||||||||||||||||||
| |
|
|||||||||||||||||||||
Items that are, or may be, subsequently reclassified to the Income Statement |
||||||||||||||||||||||
| Results from derivative instruments designated as cash flow hedges |
18.4 |
76 | (140 | ) | (7 | ) | ||||||||||||||||
| Currency translation results of foreign subsidiaries |
22.2 |
337 | (206 | ) | 255 | |||||||||||||||||
| Income tax result recognized directly in other comprehensive income |
21.2 |
2 | (37 | ) | 1 | |||||||||||||||||
| |
|
|||||||||||||||||||||
| 415 | (383 | ) | 249 | |||||||||||||||||||
| |
|
|||||||||||||||||||||
| Total items of other comprehensive income (loss), net |
416 | (319 | ) | 207 | ||||||||||||||||||
| |
|
|||||||||||||||||||||
| CONSOLIDATED COMPREHENSIVE INCOME |
1,386 |
641 |
406 |
|||||||||||||||||||
| Non-controlling interest comprehensive income (loss) |
7 | (31 | ) | 31 | ||||||||||||||||||
| |
|
|||||||||||||||||||||
| CONTROLLING INTEREST COMPREHENSIVE INCOME |
$ |
1,379 |
672 |
375 |
||||||||||||||||||
As of December 31, |
||||||||||||||||||
Note |
2025 |
2024 |
||||||||||||||||
ASSETS |
||||||||||||||||||
CURRENT ASSETS |
||||||||||||||||||
Cash and cash equivalents |
$ |
1,822 | 864 | |||||||||||||||
Trade accounts receivable |
10 |
1,770 | 1,582 | |||||||||||||||
Other accounts receivable |
11 |
834 | 715 | |||||||||||||||
Inventories |
12 |
1,527 | 1,485 | |||||||||||||||
Assets held for sale and other current assets |
13 |
144 | 370 | |||||||||||||||
Total current assets |
$ |
6,097 | 5,016 | |||||||||||||||
NON-CURRENT ASSETS |
||||||||||||||||||
Investments in associates and joint ventures |
14.1 |
792 | 753 | |||||||||||||||
Other investments and non-current accounts receivable |
14.2 |
212 | 256 | |||||||||||||||
Property, machinery and equipment, net and assets for the right-of-use, |
15 |
12,168 | 11,240 | |||||||||||||||
Intangible assets, net |
16 |
1,990 | 1,920 | |||||||||||||||
Goodwill |
17 |
7,170 | 7,441 | |||||||||||||||
Deferred income tax assets |
21.2 |
516 | 673 | |||||||||||||||
Total non-current assets |
22,848 | 22,283 | ||||||||||||||||
TOTAL ASSETS |
$ |
28,945 |
27,299 |
|||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||||||||||||
CURRENT LIABILITIES |
||||||||||||||||||
Current debt |
18.1 |
1,187 | 189 | |||||||||||||||
Other current financial obligations |
18.2 |
948 | 927 | |||||||||||||||
Trade accounts payable |
19.1 |
3,092 | 3,090 | |||||||||||||||
Income taxes payable |
21 |
438 | 469 | |||||||||||||||
Other current liabilities |
19.2 |
1,682 | 1,417 | |||||||||||||||
Total current liabilities |
7,347 | 6,092 | ||||||||||||||||
NON-CURRENT LIABILITIES |
||||||||||||||||||
Non-current debt |
18.1 |
4,457 | 5,340 | |||||||||||||||
Other non-current financial obligations |
18.2 |
868 | 902 | |||||||||||||||
Pensions and other post-employment benefits |
20 |
588 | 559 | |||||||||||||||
Deferred income tax liabilities |
21.2 |
601 | 548 | |||||||||||||||
Other non-current liabilities |
19.3 |
1,446 | 1,381 | |||||||||||||||
Total non-current liabilities |
7,960 | 8,730 | ||||||||||||||||
TOTAL LIABILITIES |
$ |
15,307 |
14,822 |
|||||||||||||||
STOCKHOLDERS’ EQUITY |
||||||||||||||||||
Controlling interest: |
||||||||||||||||||
Common stock and additional paid-in capital |
22.1 |
7,699 | 7,699 | |||||||||||||||
Other equity reserves and subordinated notes |
22.2 |
(446 | ) | (770 | ) | |||||||||||||
Retained earnings |
22.3 |
6,077 | 5,247 | |||||||||||||||
Total controlling interest |
13,330 | 12,176 | ||||||||||||||||
Non-controlling interest |
22.4 |
308 | 301 | |||||||||||||||
TOTAL STOCKHOLDERS’ EQUITY |
13,638 |
12,477 |
||||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
28,945 |
27,299 |
|||||||||||||||
Years ended December 31, |
||||||||||||||||
Note |
2025 |
2024 |
2023 |
|||||||||||||
| OPERATING ACTIVITIES |
||||||||||||||||
| Consolidated net income |
$ |
970 |
960 |
199 |
||||||||||||
| Discontinued operations |
566 | 36 | 78 | |||||||||||||
| Net income from continuing operations |
404 | 924 | 121 | |||||||||||||
| Adjustments for: |
||||||||||||||||
| Depreciation and amortization of assets |
6, 7 |
1,291 | 1,234 | 1,173 | ||||||||||||
| Impairment losses of long-lived assets |
8 |
538 | 122 | 43 | ||||||||||||
| Share of profit of equity accounted investments |
14.1 |
(90 | ) | (93 | ) | (98 | ) | |||||||||
| Results on sale of associates, fixed assets and others |
(76 | ) | (172 | ) | (41 | ) | ||||||||||
| Financial expense, financial income and other financial items, net |
306 | 924 | 513 | |||||||||||||
| Income taxes |
21 |
385 | 67 | 1,205 | ||||||||||||
| Decrease (increase) in working capital, excluding income taxes |
(32 | ) | 223 | 192 | ||||||||||||
| Cash flows provided by operating activities from continuing operations |
2,726 |
3,229 |
3,108 |
|||||||||||||
| Interest paid |
(446 | ) | (551 | ) | (524 | ) | ||||||||||
| Income taxes paid |
21 |
(301 | ) | (854 | ) | (488 | ) | |||||||||
| Net cash flows provided by operating activities from continuing operations |
1,979 | 1,824 | 2,096 | |||||||||||||
| Net cash flows (used in) provided by operating activities from discontinued operations |
(4 | ) | 155 | 192 | ||||||||||||
| Net cash flows provided by operating activities after interest and income taxes |
1,975 |
1,979 |
2,288 |
|||||||||||||
| INVESTING ACTIVITIES |
||||||||||||||||
| Investment in property, machinery and equipment, net |
15 |
(947 | ) | (987 | ) | (852 | ) | |||||||||
| Investment in intangible assets, net |
16 |
(265 | ) | (296 | ) | (207 | ) | |||||||||
| Disposal (acquisition) of subsidiaries and associates, net |
5, 14.1 |
965 | 1,020 | (189 | ) | |||||||||||
| Non-current assets and others, net |
57 | 35 | 21 | |||||||||||||
| Cash flows used in investing activities from continuing operations |
(190 | ) | (228 | ) | (1,227 | ) | ||||||||||
| Net cash flows used in investing activities from discontinued operations |
(7 | ) | (100 | ) | (115 | ) | ||||||||||
| Net cash flows used in investing activities |
(197 |
) |
(328 |
) |
(1,342 |
) | ||||||||||
| FINANCING ACTIVITIES |
||||||||||||||||
| Proceeds from new debt instruments |
18.1 |
2,078 | 5,048 | 2,938 | ||||||||||||
| Debt repayments |
18.1 |
(2,227 | ) | (5,497 | ) | (3,840 | ) | |||||||||
| Issuance of subordinated notes |
22.2 |
989 | — | 992 | ||||||||||||
| Other financial obligations, net |
18.2 |
(285 | ) | (292 | ) | (274 | ) | |||||||||
| Dividends paid |
22.1 |
(127 | ) | (90 | ) | — | ||||||||||
| Shares in trust for future deliveries under share-based compensation |
23 |
(49 | ) | (52 | ) | (45 | ) | |||||||||
| Repayment of subordinated notes and changes in non-controlling interests |
22 |
(1,010 | ) | (2 | ) | (62 | ) | |||||||||
| Derivative financial instruments |
18.4 |
(5 | ) | (37 | ) | (189 | ) | |||||||||
| Coupons on subordinated notes |
22 |
(99 | ) | (143 | ) | (120 | ) | |||||||||
| Non-current liabilities, net |
(61 | ) | (188 | ) | (101 | ) | ||||||||||
| Net cash flows used in financing activities |
(796 |
) |
(1,253 |
) |
(701 |
) | ||||||||||
| Increase in cash and cash equivalents from continuing operations |
993 | 343 | 168 | |||||||||||||
| Increase (decrease) in cash and cash equivalents from discontinued operations |
(11 | ) | 55 | 77 | ||||||||||||
| Foreign currency translation effect on cash |
(24 | ) | (158 | ) | (116 | ) | ||||||||||
| Cash and cash equivalents at beginning of period |
864 | 624 | 495 | |||||||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ |
1,822 |
864 |
624 |
||||||||||||
| Changes in working capital, excluding income taxes: |
||||||||||||||||
| Trade accounts receivable |
$ |
(34 | ) | 56 | (27 | ) | ||||||||||
| Other accounts receivable and other assets |
61 | (45 | ) | 21 | ||||||||||||
| Inventories |
83 | 196 | 68 | |||||||||||||
| Trade accounts payable |
(225 | ) | 159 | (45 | ) | |||||||||||
| Other accounts payable and accrued expenses |
83 | (143 | ) | 175 | ||||||||||||
| Decrease (increase) in working capital, excluding income taxes |
$ |
(32 |
) |
223 |
192 |
|||||||||||
Note |
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, 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 |
22.2 |
— | — | 193 | 182 | 375 | 31 | 406 | ||||||||||||||||||||||||||
| Cancellation of own shares by shareholders’ resolution |
22.1 |
— | (111 | ) | 111 | — | — | — | — | |||||||||||||||||||||||||
| Shares in trust for future deliveries under share-based compensation |
23 |
— | — | (45 | ) | — | (45 | ) | — | (45 | ) | |||||||||||||||||||||||
| Issuance of subordinated notes |
22.2 |
— | — | 992 | — | 992 | — | 992 | ||||||||||||||||||||||||||
| Changes in non-controlling interest |
22.4 |
— | — | — | — | — | (87 | ) | (87 | ) | ||||||||||||||||||||||||
| Share-based compensation |
23 |
— | — | 61 | — | 61 | — | 61 | ||||||||||||||||||||||||||
| Coupons accrued on subordinated notes |
22.2 |
— | — | (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 loss for the period |
— | — | (267 | ) | — | (267 | ) | (52 | ) | (319 | ) | |||||||||||||||||||||||
| Total of other comprehensive income for the period |
22.2 |
— | — | (267 | ) | 939 | 672 | (31 | ) | 641 | ||||||||||||||||||||||||
| Dividends declared |
22.1 |
— | — | — | (120 | ) | (120 | ) | — | (120 | ) | |||||||||||||||||||||||
| Shares in trust for future deliveries under share-based compensation |
23 |
— | — | (52 | ) | — | (52 | ) | — | (52 | ) | |||||||||||||||||||||||
| Changes in non-controlling interest |
22.4 |
— | — | — | — | — | (20 | ) | (20 | ) | ||||||||||||||||||||||||
| Share-based compensation |
23 |
— | — | 55 | — | 55 | — | 55 | ||||||||||||||||||||||||||
| Coupons accrued on subordinated notes |
22.2 |
— | — | (143 | ) | — | (143 | ) | — | (143 | ) | |||||||||||||||||||||||
| Balance as of December 31, 2024 |
318 |
7,381 |
(770 |
) |
5,247 |
12,176 |
301 |
12,477 |
||||||||||||||||||||||||||
| Net income for the period |
— | — | — | 960 | 960 | 10 | 970 | |||||||||||||||||||||||||||
| Other comprehensive income for the period |
— | — | 419 | — | 419 | (3 | ) | 416 | ||||||||||||||||||||||||||
| Total of other comprehensive income for the period |
22.2 |
— | — | 419 | 960 | 1,379 | 7 | 1,386 | ||||||||||||||||||||||||||
| Dividends declared |
22.1 |
— | — | — | (130 | ) | (130 | ) | — | (130 | ) | |||||||||||||||||||||||
| Issuance of subordinated notes |
22.2 |
— | — | 989 | — | 989 | — | 989 | ||||||||||||||||||||||||||
| Repurchase of subordinated notes |
22.2 |
— | — | (992 | ) | — | (992 | ) | — | (992 | ) | |||||||||||||||||||||||
| Shares in trust for future deliveries under share-based compensation |
23 |
— | — | (49 | ) | — | (49 | ) | — | (49 | ) | |||||||||||||||||||||||
| Share-based compensation |
23 |
— | — | 84 | — | 84 | — | 84 | ||||||||||||||||||||||||||
| Coupons accrued and premiums on subordinated notes |
22.2 |
— | — | (127 | ) | — | (127 | ) | — | (127 | ) | |||||||||||||||||||||||
| Balance as of December 31, 2025 |
$ |
318 |
7,381 |
(446 |
) |
6,077 |
13,330 |
308 |
13,638 |
|||||||||||||||||||||||||
1) |
DESCRIPTION OF BUSINESS |
2) |
BASIS OF PRESENTATION AND DISCLOSURE |
| • | Increases in other financing obligations related to lease contracts and the corresponding increases in right-of-use |
| • | Portion of dividends declared during the year that remains payable as of December 31, 2025, for $33 (notes 22.1 and 22.3). |
Standard |
Main topic | |
| Amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates |
The amendments require entities to consistently assess whether a currency is exchangeable into another currency. If not, entities must determine the appropriate exchange rate and provide the related disclosures. |
3) |
MATERIAL ACCOUNTING POLICIES |
3.1) |
PRINCIPLES OF CONSOLIDATION |
3.2) |
USE OF ESTIMATES AND CRITICAL ASSUMPTIONS |
3.3) |
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION OF FOREIGN CURRENCY FINANCIAL STATEMENTS |
2025 |
2024 |
2023 |
||||||||||||||||||||||
Currency |
Closing |
Average |
Closing |
Average |
Closing |
Average |
||||||||||||||||||
| Peso |
18.01 | 19.19 | 20.83 | 18.55 | 16.97 | 17.63 | ||||||||||||||||||
| Euro |
0.8513 | 0.8851 | 0.9654 | 0.9265 | 0.9059 | 0.9227 | ||||||||||||||||||
| British Pound Sterling |
0.7420 | 0.7573 | 0.7988 | 0.7819 | 0.7852 | 0.8019 | ||||||||||||||||||
3.4) |
FINANCIAL INSTRUMENTS |
| • | Cash and cash equivalents. This category includes available cash and low-risk, highly liquid short-term investments that are readily convertible to known amounts of cash. These investments, including overnight placements, yield fixed returns and have a maturity of less than three months from the investment date. |
| • | Trade accounts receivable, other current accounts receivable and other current assets (notes 10, 11 and 13). Cemex initially recognizes these short-term assets at the original transaction amount, less expected credit losses. |
| • | Trade accounts receivable sold under securitization programs, where Cemex retains a residual interest or continued involvement in the assets in case of recovery failure, do not qualify for derecognition and remain on the statement of financial position (notes 10 and 18.2). |
| • | Investments and non-current accounts receivable (note 14.2). Subsequent changes in amortized cost are recognized in the Income Statement under “Financial income and other items, net.” |
3.5) |
PROPERTY, MACHINERY AND EQUIPMENT AND ASSETS FOR THE RIGHT-OF-USE |
3.6) |
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS (notes 5.1, 16 and 17) |
3.7) |
IMPAIRMENT OF LONG-LIVED ASSETS (notes 15, 16 and 17) |
3.8) |
PROVISIONS (notes 19, 25 and 26) |
3.9) |
PENSIONS AND OTHER POST-EMPLOYMENT BENEFITS (note 20) |
3.10) |
INCOME TAXES (note 21) |
Country |
2025 |
2024 |
2023 | |||||||
| Mexico |
30.0% | 30.0% | 30.0% | |||||||
| United States |
21.0% | 21.0% | 21.0% | |||||||
| Europe |
9.0% - 28.2% | 9.0% - 28.2% |
9.0% - 28.2% | |||||||
| Middle East and Africa |
9.0% - 23.0% | 9.0% - 23.0% | 22.5% - 23.0% | |||||||
| SCA&C |
9.0% - 35.0% |
9.0% - 35.0% | 5.5% - 35.0% |
3.11) |
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 3.3); |
| • | 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 3.4); |
| • | Changes in fair value of other investments in strategic securities (note 3.4); 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. |
3.12) |
EXECUTIVE SHARE-BASED COMPENSATION (note 23) |
3.13) |
ALLOWANCES RELATED TO EMISSIONS OF CO 2 |
| • | Allowances received without payment are recognized at zero cost in the statement of financial position. |
| • | Revenues from the sale of excess Allowances is recognized in the Income Statement in the period it occurs. |
| • | Allowances acquired to hedge expected CO 2 emissions deficits for internal use only are recognized as intangible assets at cost and allocated to the cost of sales during the relevant compliance period. |
| • | Cemex accrues a provision at market value against the cost of sales if current CO 2 emissions exceed available emission rights and additional Allowances have not yet been acquired. |
3.14) |
CONCENTRATION OF CREDIT |
3.15) |
NEWLY ISSUED IFRS NOT YET ADOPTED |
Standard |
Main topic |
Effective date | ||
| 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, allowing 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 | ||
| Contract referencing nature-dependent electricity contracts: Amendments to IFRS 9, Financial Instruments IFRS 7, Financial Instruments |
The amendments allow a company to apply the own-use exemption to Power Purchase Agreement if the company has been, and expects to be, a net-purchaser of electricity for the contract period. |
January 1, 2026 |
4) |
REVENUES |
5) |
BUSINESS COMBINATIONS, DIVESTITURES AND DISCONTINUED OPERATIONS AND SELECTED FINANCIAL INFORMATION BY OPERATING SEGMENT AND LINE OF BUSINESS |
5.1) |
BUSINESS COMBINATIONS |
2025 |
2024 |
|||||||||
| Current assets |
$ |
37 | 2 | |||||||
| Property, machinery and equipment |
113 | 8 | ||||||||
| Intangible assets and goodwill |
35 | 5 | ||||||||
| Total assets |
185 | 15 | ||||||||
| Current liabilities |
20 | 1 | ||||||||
| Non-current liabilities |
38 | 9 | ||||||||
| Total liabilities |
58 | 10 | ||||||||
| Net assets acquired |
$ |
127 | 5 | |||||||
5.2) |
DIVESTITURES AND DISCONTINUED OPERATIONS |
2025 |
2024 |
|||||||||
| Current assets |
$ |
144 | 326 | |||||||
| Property, machinery and equipment |
310 | 733 | ||||||||
| Other non-current assets and goodwill |
53 | 161 | ||||||||
| Total assets |
507 | 1,220 | ||||||||
| Current liabilities |
122 | 291 | ||||||||
| Non-current liabilities |
15 | 113 | ||||||||
| Total liabilities |
137 | 404 | ||||||||
| Net assets sold or held for sale |
$ |
370 | 816 | |||||||
2025 |
2024 |
2023 |
||||||||||||
| Revenues |
$ |
131 | 875 | 984 | ||||||||||
| Cost of sales, operating expenses, and other expenses, net |
(110 | ) | (774 | ) | (875 | ) | ||||||||
| Financial expenses, net, and others |
(6 | ) | — | 15 | ||||||||||
| Earnings before income tax |
15 | 101 | 124 | |||||||||||
| Income tax |
(4 | ) | (108 | ) | (46 | ) | ||||||||
| Result of discontinued operations |
11 | (7 | ) | 78 | ||||||||||
| Net disposal result |
555 | 43 | — | |||||||||||
| Net result of discontinued operations |
$ |
566 | 36 | 78 | ||||||||||
5.3) |
SELECTED FINANCIAL INFORMATION BY OPERATING SEGMENT AND LINE OF BUSINESS |
2025 |
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 |
$ | 4,364 | (82 | ) | 4,282 | 1,404 | 214 | 1,190 | (116 | ) | (36 | ) | 195 | |||||||||||||||||||||||||||||
| United States |
5,008 | (7 | ) | 5,001 | 979 | 495 | 484 | (278 | ) | (64 | ) | (34 | ) | |||||||||||||||||||||||||||||
| EMEA |
||||||||||||||||||||||||||||||||||||||||||
| Europe |
3,819 | (22 | ) | 3,797 | 569 | 273 | 296 | (148 | ) | (32 | ) | (28 | ) | |||||||||||||||||||||||||||||
| Middle East and Africa |
1,299 | — | 1,299 | 219 | 71 | 148 | 18 | (12 | ) | (1 | ) | |||||||||||||||||||||||||||||||
| SCA&C |
1,144 | (32 | ) | 1,112 | 223 | 73 | 150 | (166 | ) | (8 | ) | 17 | ||||||||||||||||||||||||||||||
| Operating segments |
15,491 | 3,394 | 1,126 | 2,268 | (690 | ) | (152 | ) | 149 | |||||||||||||||||||||||||||||||||
| Other activities |
641 | (314 | ) | 165 | (479 | ) | (94 | ) | (302 | ) | (1 | ) | ||||||||||||||||||||||||||||||
| Consolidated |
$ | 16,132 | 3,080 | 1,291 | 1,789 | (784 | ) | (454 | ) | 148 | ||||||||||||||||||||||||||||||||
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 |
||||||||||||||||||||||||||||||||||||||||||
| Europe |
3,681 | (99 | ) | 3,582 | 510 | 258 | 252 | (78 | ) | (43 | ) | 9 | ||||||||||||||||||||||||||||||
| Middle East and Africa |
1,010 | — | 1,010 | 127 | 49 | 78 | (5 | ) | (12 | ) | (3 | ) | ||||||||||||||||||||||||||||||
| SCA&C |
1,100 | (36 | ) | 1,064 | 214 | 64 | 150 | (30 | ) | — | (19 | ) | ||||||||||||||||||||||||||||||
| Operating segments |
15,595 | 3,357 | 1,092 | 2,265 | (143 | ) | (167 | ) | (315 | ) | ||||||||||||||||||||||||||||||||
| Other activities |
468 | (300 | ) | 142 | (442 | ) | 142 | (378 | ) | (64 | ) | |||||||||||||||||||||||||||||||
| Consolidated |
$ | 16,063 | 3,057 | 1,234 | 1,823 | (1 | ) | (545 | ) | (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 |
||||||||||||||||||||||||||||||||||||||||||
| Europe |
3,718 | (91 | ) | 3,627 | 529 | 244 | 285 | (44 | ) | (37 | ) | (21 | ) | |||||||||||||||||||||||||||||
| Middle East and Africa |
1,093 | (2 | ) | 1,091 | 134 | 50 | 84 | (2 | ) | (10 | ) | (4 | ) | |||||||||||||||||||||||||||||
| SCA&C |
1,072 | (30 | ) | 1,042 | 199 | 56 | 143 | (42 | ) | — | (2 | ) | ||||||||||||||||||||||||||||||
| Operating segments |
15,953 | 3,390 | 1,054 | 2,336 | (178 | ) | (161 | ) | 48 | |||||||||||||||||||||||||||||||||
| Other activities |
451 | (271 | ) | 119 | (390 | ) | (27 | ) | (368 | ) | (32 | ) | ||||||||||||||||||||||||||||||
| Consolidated |
$ | 16,404 | 3,119 | 1,173 | 1,946 | (205 | ) | (529 | ) | 16 | ||||||||||||||||||||||||||||||||
2025 |
Current Assets |
Associates and joint ventures |
Other Non-
Current Assets |
Total Assets |
Total liabilities |
Net assets by segment |
Capital expenditures |
|||||||||||||||||||||||
| Mexico |
$ | 1,730 | — | 3,674 | 5,404 | 1,809 | 3,595 | 236 | ||||||||||||||||||||||
| United States |
1,068 | 234 | 11,556 | 12,858 | 2,734 | 10,124 | 531 | |||||||||||||||||||||||
| EMEA |
||||||||||||||||||||||||||||||
| Europe |
1,096 | 66 | 3,574 | 4,736 | 2,299 | 2,437 | 269 | |||||||||||||||||||||||
| Middle East and Africa |
867 | — | 620 | 1,487 | 782 | 705 | 65 | |||||||||||||||||||||||
| SCA&C |
310 | — | 1,440 | 1,750 | 577 | 1,173 | 128 | |||||||||||||||||||||||
| Operating segments |
5,071 | 300 | 20,864 | 26,235 | 8,201 | 18,034 | 1,229 | |||||||||||||||||||||||
| Other activities |
984 | 492 | 1,192 | 2,668 | 7,097 | (4,429 | ) | 14 | ||||||||||||||||||||||
| Assets held for sale |
42 | — | — | 42 | 9 | 33 | — | |||||||||||||||||||||||
| Consolidated |
$ | 6,097 | 792 | 22,056 | 28,945 | 15,307 | 13,638 | 1,243 | ||||||||||||||||||||||
2024 |
Current Assets |
Associates and joint ventures |
Other Non-
Current Assets |
Total Assets |
Total liabilities |
Net assets by segment |
Capital expenditures |
|||||||||||||||||||||||
| Mexico |
$ | 1,378 | — | 2,777 | 4,155 | 1,693 | 2,462 | 315 | ||||||||||||||||||||||
| United States |
1,046 | 285 | 11,654 | 12,985 | 2,903 | 10,082 | 486 | |||||||||||||||||||||||
| EMEA |
||||||||||||||||||||||||||||||
| Europe |
963 | 57 | 3,300 | 4,320 | 2,112 | 2,208 | 288 | |||||||||||||||||||||||
| Middle East and Africa |
610 | — | 510 | 1,120 | 655 | 465 | 80 | |||||||||||||||||||||||
| SCA&C |
337 | — | 1,643 | 1,980 | 676 | 1,304 | 189 | |||||||||||||||||||||||
| Operating segments |
4,334 | 342 | 19,884 | 24,560 | 8,039 | 16,521 | 1,358 | |||||||||||||||||||||||
| Other activities |
417 | 411 | 1,646 | 2,474 | 6,692 | (4,218 | ) | 22 | ||||||||||||||||||||||
| Assets held for sale |
265 | — | — | 265 | 91 | 174 | — | |||||||||||||||||||||||
| Consolidated |
$ | 5,016 | 753 | 21,530 | 27,299 | 14,822 | 12,477 | 1,380 | ||||||||||||||||||||||
2025 |
Cement |
Ready-mix
concrete |
Aggregates |
Urbanization solutions |
Others |
Eliminations |
External revenues |
|||||||||||||||||||||||
| Mexico |
$ | 2,965 | 1,287 | 344 | 774 | 15 | (1,103 | ) | 4,282 | |||||||||||||||||||||
| United States |
1,825 | 2,751 | 1,374 | 601 | 1 | (1,551 | ) | 5,001 | ||||||||||||||||||||||
| EMEA |
||||||||||||||||||||||||||||||
| Europe |
1,640 | 1,602 | 1,000 | 339 | 88 | (872 | ) | 3,797 | ||||||||||||||||||||||
| Middle East and Africa |
311 | 888 | 227 | 140 | 12 | (279 | ) | 1,299 | ||||||||||||||||||||||
| SCA&C |
949 | 195 | 63 | 83 | 28 | (206 | ) | 1,112 | ||||||||||||||||||||||
| Operating segments |
7,690 | 6,723 | 3,008 | 1,937 | 144 | (4,011 | ) | 15,491 | ||||||||||||||||||||||
| Other activities |
— | — | — | — | 641 | — | 641 | |||||||||||||||||||||||
| Consolidated |
$ | 16,132 | ||||||||||||||||||||||||||||
2024 |
Cement |
Ready-mix
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 |
||||||||||||||||||||||||||||||||
| Europe |
1,534 | 1,532 | 956 | 336 | 85 | (861 | ) | 3,582 | ||||||||||||||||||||||||
| Middle East and Africa |
207 | 693 | 190 | 122 | 13 | (215 | ) | 1,010 | ||||||||||||||||||||||||
| SCA&C |
906 | 193 | 64 | 96 | 14 | (209 | ) | 1,064 | ||||||||||||||||||||||||
| Operating segments |
7,759 | 6,757 | 2,977 | 2,289 | 123 | (4,310 | ) | 15,595 | ||||||||||||||||||||||||
| Other activities |
— | — | — | — | 468 | — | 468 | |||||||||||||||||||||||||
| Consolidated |
$ | 16,063 | ||||||||||||||||||||||||||||||
2023 |
Cement |
Ready-mix
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 |
||||||||||||||||||||||||||||||||
| Europe |
1,513 | 1,666 | 960 | 295 | 90 | (897 | ) | 3,627 | ||||||||||||||||||||||||
| Middle East and Africa |
237 | 743 | 200 | 125 | 19 | (233 | ) | 1,091 | ||||||||||||||||||||||||
| SCA&C |
885 | 177 | 61 | 92 | 9 | (182 | ) | 1,042 | ||||||||||||||||||||||||
| Operating segments |
8,001 | 7,053 | 2,967 | 2,369 | 145 | (4,582 | ) | 15,953 | ||||||||||||||||||||||||
| Other activities |
— | — | — | — | 451 | — | 451 | |||||||||||||||||||||||||
| Consolidated |
$ | 16,404 | ||||||||||||||||||||||||||||||
6) |
COST OF SALES |
2025 |
2024 |
2023 |
||||||||||||||
| Raw materials and goods for resale |
$ | 5,179 | 4,964 | 5,207 | ||||||||||||
| Payroll |
1,751 | 1,787 | 1,701 | |||||||||||||
| Electricity, fuels and other services |
1,272 | 1,429 | 1,558 | |||||||||||||
| Depreciation and amortization |
1,047 | 1,008 | 969 | |||||||||||||
| Maintenance, repairs and supplies |
943 | 947 | 908 | |||||||||||||
| Transportation costs |
568 | 525 | 454 | |||||||||||||
| Other production costs and change in inventory |
61 | (5 | ) | 71 | ||||||||||||
| $ | 10,821 | 10,655 | 10,868 | |||||||||||||
7) |
OPERATING EXPENSES |
2025 |
2024 |
2023 |
||||||||||||||
| Administrative expenses |
$ | 1,371 | 1,327 | 1,346 | ||||||||||||
| Selling expenses |
415 | 434 | 390 | |||||||||||||
| Administrative and selling expenses |
1,786 | 1,761 | 1,736 | |||||||||||||
| Distribution and logistics expenses |
1,736 | 1,824 | 1,854 | |||||||||||||
| Operating expenses |
$ | 3,522 | 3,585 | 3,590 | ||||||||||||
2025 |
2024 |
2023 |
||||||||||||||
| Transportation costs |
$ | 1,564 | 1,656 | 1,703 | ||||||||||||
| Payroll |
1,192 | 1,117 | 1,088 | |||||||||||||
| Professional legal, accounting and advisory services |
303 | 270 | 273 | |||||||||||||
| Depreciation and amortization |
244 | 226 | 204 | |||||||||||||
| Maintenance, repairs and supplies |
110 | 111 | 98 | |||||||||||||
| Office supplies, utilities and rental expenses |
75 | 80 | 85 | |||||||||||||
| Expected credit losses |
5 | 15 | 11 | |||||||||||||
| Other operating expenses |
29 | 110 | 128 | |||||||||||||
| $ | 3,522 | 3,585 | 3,590 | |||||||||||||
8) |
OTHER EXPENSES, NET |
2025 |
2024 |
2023 |
||||||||||||||
| Impairment losses (notes 15.1, 16 and 17.2) |
$ | (538 | ) | (122 | ) | (43 | ) | |||||||||
| Restructuring costs 1
|
(179 | ) | (10 | ) | (2 | ) | ||||||||||
| Results from the sale of assets and others 2
|
(67 | ) | 131 | (160 | ) | |||||||||||
| $ | (784 | ) | (1 | ) | (205 | ) | ||||||||||
1 |
In 2025, Cemex incurred restructuring expenses related to the Cutting-Edge program, a corporate initiative to optimize its organizational and operational structure. |
2 |
In 2024, includes a gain of $139 related to the sale of Cemex’s 34.8% equity interest in Neoris (note 5.2). |
9) |
FINANCIAL INCOME AND OTHER ITEMS, NET |
2025 |
2024 |
2023 |
||||||||||||||
| Foreign exchange results |
$ | 232 | (353 | ) | 130 | |||||||||||
| Financial income |
48 | 36 | 37 | |||||||||||||
| Results from financial instruments, net (notes 14.2 and 18.4) |
(41 | ) | (4 | ) | (65 | ) | ||||||||||
| Net interest cost of defined benefit liabilities (note 20) |
(39 | ) | (40 | ) | (44 | ) | ||||||||||
| Effects of amortized cost on assets and liabilities |
(49 | ) | (53 | ) | (42 | ) | ||||||||||
| Others |
(3 | ) | 35 | — | ||||||||||||
| $ | 148 | (379 | ) | 16 | ||||||||||||
10) |
TRADE ACCOUNTS RECEIVABLE |
2025 |
2024 |
|||||||||||
| Trade accounts receivable |
$ | 1,854 | 1,659 | |||||||||
| Allowances for expected credit losses |
(84 | ) | (77 | ) | ||||||||
| $ | 1,770 | 1,582 | ||||||||||
| Accounts receivable |
ECL allowance |
ECL average rate |
||||||||||||||
| Mexico |
$ | 404 | 29 | 7.2 | % | |||||||||||
| United States |
540 | 11 | 2.0 | % | ||||||||||||
| Europe |
496 | 19 | 3.8 | % | ||||||||||||
| Middle East and Africa |
338 | 19 | 5.6 | % | ||||||||||||
| SCA&C and others |
76 | 6 | 7.9 | % | ||||||||||||
| $ | 1,854 | 84 | ||||||||||||||
11) |
OTHER ACCOUNTS RECEIVABLE |
2025 |
2024 |
|||||||||||
| Advances of income taxes and refundable taxes |
$ | 660 | 494 | |||||||||
| Non-trade accounts receivable from the sale of fixed assets |
90 | 87 | ||||||||||
| Current portion of assets from valuation of derivative financial instruments |
5 | 64 | ||||||||||
| Interest and notes receivable |
61 | 56 | ||||||||||
| Loans to employees and others |
18 |
14 |
||||||||||
| $ | 834 | 715 | ||||||||||
12) |
INVENTORIES |
2025 |
2024 |
|||||||||
| Finished goods |
$ | 425 | 392 | |||||||
| Materials and spare parts |
376 | 383 | ||||||||
| Raw materials |
398 | 377 | ||||||||
| Work-in-process |
279 | 266 | ||||||||
| Inventory in transit |
49 | 67 | ||||||||
| $ | 1,527 | 1,485 | ||||||||
13) |
ASSETS HELD FOR SALE AND OTHER CURRENT ASSETS |
2025 |
2024 |
|||||||||
| Assets held for sale |
$ | 42 | 265 | |||||||
| Other current assets |
102 | 105 | ||||||||
| $ | 144 | 370 | ||||||||
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 |
% |
2025 |
2024 |
|||||||||||||||||||
| Camcem, S.A. de C.V. |
Cement | Mexico | 40.1 | $ | 470 | 393 | ||||||||||||||||||
| Concrete Supply Co. LLC |
Concrete | United States | 40.0 | 117 | 111 | |||||||||||||||||||
| Lehigh White Cement Company |
Cement | United States | 36.8 | 83 | 85 | |||||||||||||||||||
| Couch Aggregates, LLC (note 5.1) |
Aggregates | United States | — | — | 55 | |||||||||||||||||||
| Joint ventures |
||||||||||||||||||||||||
| Société d’Exploitation de Carrières |
Aggregates | France | 50.0 | 26 | 23 | |||||||||||||||||||
| Société Méridionale de Carrières |
Aggregates | France | 33.3 | 14 | 12 | |||||||||||||||||||
| Other companies |
— | — | — | 82 | 74 | |||||||||||||||||||
| $ | 792 | 753 | ||||||||||||||||||||||
| The breakdown is presented below: |
||||||||||||||||||||||||
| Acquisition cost |
|
$ | 334 | 388 | ||||||||||||||||||||
| Equity method recognition |
|
458 | 365 | |||||||||||||||||||||
2025 |
2024 |
|||||||||||
| Current assets |
$ | 1,818 | 1,755 | |||||||||
| Non-current assets |
2,597 | 2,108 | ||||||||||
| Total assets 1
|
4,415 | 3,863 | ||||||||||
| Current liabilities |
470 | 492 | ||||||||||
| Non-current liabilities |
1,076 | 859 | ||||||||||
| Total liabilities 1
|
1,546 | 1,351 | ||||||||||
| Total net assets |
$ | 2,869 | 2,512 | |||||||||
1 |
Out of the total assets in 2025 and 2024 of the table above, Camcem, S.A. de C.V. (“Camcem”), holding company of GCC, S.A.B. de C.V., represented 80% and 78%, respectively. In addition, out of total liabilities, Camcem represented 80% in 2025 and 79% in 2024. |
2025 |
2024 |
2023 |
||||||||||||
| Revenues |
$ | 2,550 | 2,098 | 2,410 | ||||||||||
| Operating earnings |
490 | 440 | 535 | |||||||||||
| Income before income tax |
377 | 320 | 394 | |||||||||||
| Net income 1
|
240 | 211 | 268 | |||||||||||
1 |
Out of net income in the table above, caption that Cemex accounts under the equity method, Camcem represented 68% in 2025, 68% in 2024 and 59% in 2023. |
14.2) |
OTHER INVESTMENTS AND NON-CURRENT ACCOUNTS RECEIVABLE |
2025 |
2024 |
|||||||||
| Non-current accounts receivable |
$ | 189 | 191 | |||||||
| Non-current portion of assets of derivative financial instruments (note 18.4) |
10 | 60 | ||||||||
| Investments in strategic equity securities and other investments |
13 | 5 | ||||||||
| $ | 212 | 256 | ||||||||
15) |
PROPERTY, MACHINERY AND EQUIPMENT, NET AND ASSETS FOR THE RIGHT-OF-USE, |
2025 |
2024 |
|||||||||
| Property, machinery and equipment, net |
$ | 11,054 | 10,152 | |||||||
| Assets for the right-of-use, |
1,114 | 1,088 | ||||||||
| $ | 12,168 | 11,240 | ||||||||
15.1) |
PROPERTY, MACHINERY AND EQUIPMENT, NET |
Years | ||
| Administrative buildings |
33 | |
| Industrial buildings |
25 | |
| Machinery and equipment in plant |
18 | |
| Ready-mix trucks and motor vehicles |
9 | |
| Office equipment and other assets |
7 |
2025 |
||||||||||||||||||||||||
Land and mineral reserves |
Building |
Machinery and equipment |
Construction in progress |
Total |
||||||||||||||||||||
| Cost at beginning 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 beginning of period |
3,491 |
891 |
4,372 |
1,398 |
10,152 |
|||||||||||||||||||
| Capital expenditures |
97 | 140 | 508 | 262 | 1,007 | |||||||||||||||||||
| Stripping costs |
44 | — | — | — | 44 | |||||||||||||||||||
| Total capital expenditures |
141 | 140 | 508 | 262 | 1,051 | |||||||||||||||||||
| Disposal of property, plant and equipment |
(44 | ) | (14 | ) | (46 | ) | — | (104 | ) | |||||||||||||||
| Reclassifications 1
|
— | 107 | 393 | (500 | ) | — | ||||||||||||||||||
| Divestitures 2
|
(14 | ) | (49 | ) | (117 | ) | (13 | ) | (193 | ) | ||||||||||||||
| Business combinations (note 5.1) |
67 | — | 36 | 1 | 104 | |||||||||||||||||||
| Depreciation and depletion for the period |
(40 | ) | (35 | ) | (744 | ) | — | (819 | ) | |||||||||||||||
| Impairment losses (note 8) |
(18 | ) | (27 | ) | (47 | ) | — | (92 | ) | |||||||||||||||
| Asset retirement obligations (note 19.3) |
— | 111 | 171 | — | 282 | |||||||||||||||||||
| Foreign currency translation effects |
29 | 208 | 393 | 43 | 673 | |||||||||||||||||||
| Cost at end of period |
5,485 | 2,994 | 13,095 | 1,191 | 22,765 | |||||||||||||||||||
| Accumulated depreciation and depletion |
(1,873 | ) | (1,662 | ) | (8,176 | ) | — | (11,711 | ) | |||||||||||||||
| Net book value at end of period |
$ |
3,612 |
1,332 |
4,919 |
1,191 |
11,054 |
||||||||||||||||||
2024 |
||||||||||||||||||||||
Land and mineral reserves |
Building |
Machinery and equipment |
Construction in progress |
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 |
49 | — | — | — | 49 | |||||||||||||||||
| Total capital expenditures |
114 | 99 | 695 | 182 | 1,090 | |||||||||||||||||
| Disposal of property, plant and equipment |
(42 | ) | (4 | ) | (44 | ) | — | (90 | ) | |||||||||||||
| Divestitures and reclassifications 2 |
(67 | ) | (62 | ) | (205 | ) | (359 | ) | (693 | ) | ||||||||||||
| Business combinations (note 5.1) |
— | — | 2 | — | 2 | |||||||||||||||||
| Depreciation and depletion for the period |
(34 | ) | (33 | ) | (724 | ) | — | (791 | ) | |||||||||||||
| Impairment losses (note 8) |
(36 | ) | (26 | ) | (60 | ) | — | (122 | ) | |||||||||||||
| Asset retirement obligations (note 19.3) |
— | 15 | 48 | — | 63 | |||||||||||||||||
| Foreign currency translation effects |
(244 | ) | (77 | ) | 98 | (356 | ) | (579 | ) | |||||||||||||
| 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 |
||||||||||||||||
1 |
As of December 31, 2025, Cemex began commercial operations at its cement plant in the municipality of Maceo, Colombia (the “Maceo Plant”) (note 26.3). In 2025, Cemex reclassified $390 from construction in progress. The carrying amount of the Maceo Plant as of December 31, 2025, is $448. |
2 |
In 2025, this includes the divestiture of operations in Panama for $193. In 2024, it includes the reclassification of Dominican Republic operations to assets held for sale for $115, as well as the divestiture of operations in the Philippines and Guatemala for $542 and $36, respectively (note 5.2). |
2025 |
2024 |
2023 |
||||||||||
| Mexico |
$ | 21 | 6 | 4 | ||||||||
| United States |
6 | 24 | 3 | |||||||||
| Europe |
46 | 74 | 14 | |||||||||
| SCA&C |
19 | 18 | 15 | |||||||||
| $ | 92 | 122 | 36 | |||||||||
15.2) |
ASSETS FOR THE RIGHT-OF-USE, |
2025 |
||||||||||||||||||||||
Land |
Buildings |
Machinery and equipment |
Others |
Total | ||||||||||||||||||
| 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 beginning of period |
245 | 175 | 644 | 24 | 1,088 | |||||||||||||||||
| Additions of new leases |
39 | 27 | 117 | 9 | 192 | |||||||||||||||||
| Business combinations and divestitures, net (note 5) |
— | (3 | ) | 9 | — | 6 | ||||||||||||||||
| Depreciation |
(36 | ) | (20 | ) | (185 | ) | (11 | ) | (252 | ) | ||||||||||||
| Foreign currency translation effects |
58 | (56 | ) | 81 | (3 | ) | 80 | |||||||||||||||
| Assets for the right-of-use |
491 | 366 | 1,653 | 82 | 2,592 | |||||||||||||||||
| Accumulated depreciation |
(185 | ) | (243 | ) | (987 | ) | (63 | ) | (1,478 | ) | ||||||||||||
| Net book value at end of period |
$ | 306 | 123 | 666 | 19 | 1,114 | ||||||||||||||||
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 5.2) |
(34 | ) | (3 | ) | (4 | ) | — | (41 | ) | |||||||||||||
| Business combinations (note 5.1) |
6 | — | — | — | 6 | |||||||||||||||||
| Depreciation |
(34 | ) | (36 | ) | (176 | ) | (12 | ) | (258 | ) | ||||||||||||
| Foreign currency translation effects |
(16 | ) | 18 | (68 | ) | 5 | (61 | ) | ||||||||||||||
| 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 | ||||||||||||||||
16) |
INTANGIBLE ASSETS, NET |
2025 |
2024 |
|||||||
| Extraction rights |
$ | 1,876 | 1,796 | |||||
| Internally developed software |
1,311 | 1,137 | ||||||
| Mining projects, industrial property and trademarks |
85 | 78 | ||||||
| Other intangible assets |
450 | 390 | ||||||
| Total intangible assets |
3,722 | 3,401 | ||||||
| Accumulated amortization |
(1,732) | (1,481 | ) | |||||
| Total intangible assets, net |
$ | 1,990 | 1,920 | |||||
2025 |
2024 | |||||||||
| Balance at beginning of period |
$ | 1,920 | 1,856 | |||||||
| Additions |
414 | 377 | ||||||||
| Disposals |
(75 | ) | (81 | ) | ||||||
| Amortization for the period |
(220 | ) | (185 | ) | ||||||
| Impairment (note 8) |
(16 | ) | — | |||||||
| Business combinations (note 5.1) |
10 | — | ||||||||
| Foreign currency translations effect |
(43 | ) | (47 | ) | ||||||
| Balance at end of period |
$ | 1,990 | 1,920 | |||||||
17) |
GOODWILL AND ANALYSIS OF GOODWILL IMPAIRMENT |
17.1) |
GOODWILL |
2025 |
2024 | |||||||||
| Balance at beginning of period |
$ | 7,441 | 7,674 | |||||||
| Impairment losses (note 8) |
(430 | ) | — | |||||||
| Divestitures and reclassifications (note 5.2) |
(24 | ) | (92 | ) | ||||||
| Business combinations (note 5.1) |
25 | 5 | ||||||||
| Foreign currency translation effects |
158 | (146 | ) | |||||||
| Balance at end of period |
$ | 7,170 | 7,441 | |||||||
17.2) |
ANALYSIS OF GOODWILL IMPAIRMENT |
2025 |
2024 | |||||||||
| United States |
$ | 5,894 | 6,176 | |||||||
| Mexico |
416 | 359 | ||||||||
| United Kingdom |
279 | 259 | ||||||||
| France |
220 | 194 | ||||||||
| Colombia |
136 | 220 | ||||||||
| Other countries |
225 | 233 | ||||||||
| $ | 7,170 | 7,441 | ||||||||
Discount rates |
Long-term growth rates | |||||||||||||
Groups of CGUs |
2025 |
2024 |
2023 |
2025 |
2024 |
2023 | ||||||||
| Mexico |
11.6% | 10.9% | 11.6% | 1.0% | 0.5% | 1.0% | ||||||||
| United States |
10.1% | 9.4% | 10.1% | 2.1% | 2.1% | 2.0% | ||||||||
| United Kingdom |
10.4% | 9.7% | 10.4% | 1.0% | 1.3% | 1.5% | ||||||||
| France |
10.5% | 9.8% | 10.4% | 1.0% | 1.3% | 1.5% | ||||||||
| Colombia |
12.7% | 12.1% | 12.7% | 3.0% | 3.3% | 3.3% | ||||||||
| Range of rates in other countries |
10.3% - 13.8% |
9.6% - 12.8% |
10.3% - 14.7% |
1.0% - 3.0% |
0.7% - 4.0% |
1.1% - 4.0% | ||||||||
Additional effects on impairment losses resulting from sensitivity analyses of changes in assumptions | ||||||||||||
| Groups of CGUs |
Impairment losses recognized |
Discount rate +1% |
Long-term growth rate –1% | |||||||||
| United States |
$ | 307 | 1,097 | 829 | ||||||||
| Colombia |
123 | 75 | 53 | |||||||||
18) |
FINANCIAL INSTRUMENTS |
18.1) |
CURRENT AND NON-CURRENT DEBT |
2025 |
2024 |
|||||||||||||||||||||||||||||
Current |
Non-current |
Total 1 |
Current |
Non-current |
Total 1 |
|||||||||||||||||||||||||
| Floating rate debt |
$ | 505 | 879 | 1,384 | $ | 23 | 1,305 | 1,328 | ||||||||||||||||||||||
| Fixed rate debt |
682 | 3,578 | 4,260 | 166 | 4,035 | 4,201 | ||||||||||||||||||||||||
| $ | 1,187 | 4,457 | 5,644 | $ | 189 | 5,340 | 5,529 | |||||||||||||||||||||||
2025 |
2024 |
|||||||||||||||||||||||||||||||||||||||
Currency |
Current |
Non-current |
Total 1 |
Effective rate |
Current |
Non-current |
Total 1 |
Effective rate | ||||||||||||||||||||||||||||||||
| Dollars |
$ | 210 | 3,413 | 3,623 | 4.7 | % | $ | 161 | 3,595 | 3,756 | 5.1 | % | ||||||||||||||||||||||||||||
| Euros |
471 | 525 | 996 | 3.2 | % | 2 | 876 | 878 | 3.9 | % | ||||||||||||||||||||||||||||||
| Pesos |
499 | 475 | 974 | 9.8 | % | — | 842 | 842 | 11.2 | % | ||||||||||||||||||||||||||||||
| Other currencies |
7 | 44 | 51 | 5.1 | % | 26 | 27 | 53 | 5.4 | % | ||||||||||||||||||||||||||||||
| $ | 1,187 | 4,457 | 5,644 | $ | 189 | 5,340 | 5,529 | |||||||||||||||||||||||||||||||||
2025 |
Current |
Non-
current |
2024 |
Current |
Non-
current |
|||||||||||||||||||||||
| Bank loans |
Bank loans |
|||||||||||||||||||||||||||
| Lines of credit, 2026 to 2033 |
$ | 16 | 95 | Lines of credit, 2025 to 2026 | $ | 11 | 81 | |||||||||||||||||||||
| Syndicated loans, 2026 to 2029 |
332 | 1,511 | Syndicated loans, 2026 to 2029 | — | 1,731 | |||||||||||||||||||||||
| 348 | 1,606 | 11 | 1,812 | |||||||||||||||||||||||||
| Notes payable |
Notes payable |
|||||||||||||||||||||||||||
| Medium-term notes, 2026 to 2031 |
636 | 3,044 | Medium-term notes, 2025 to 2031 | 150 | 3,538 | |||||||||||||||||||||||
| Other notes payable, 2026 to 2027 |
6 | 4 | Other notes payable, 2025 to 2027 | 6 | 12 | |||||||||||||||||||||||
| 642 | 3,048 | 156 | 3,550 | |||||||||||||||||||||||||
| Total bank and notes payables |
990 | 4,654 | Total bank and notes payables | 167 | 5,362 | |||||||||||||||||||||||
| Current maturities |
197 | (197 | ) | Current maturities | 22 | (22 | ) | |||||||||||||||||||||
| $ | 1,187 | 4,457 | $ | 189 | 5,340 | |||||||||||||||||||||||
2025 |
2024 |
2023 |
||||||||||||
| Debt at beginning of year |
$ | 5,529 | 6,228 | 6,971 | ||||||||||
| Proceeds from new debt instruments |
2,078 | 5,048 | 2,938 | |||||||||||
| Debt repayments |
(2,227 | ) | (5,497 | ) | (3,840 | ) | ||||||||
| Foreign currency translation and accretion effects |
264 | (250 | ) | 159 | ||||||||||
| Debt at end of year |
$ | 5,644 | 5,529 | 6,228 | ||||||||||
Description |
Date of issuance |
Issuer 1
|
Currency |
Principal amount |
Rate |
Maturity |
Redeemed amount 2
$ |
Outstanding amount 2
$ |
2025 |
2024 |
||||||||||||||||||||||||||||||||
| 2023 CEBURES variable rate 3
|
Cemex, S.A.B. de C.V. | Peso | 3,000 | TIIE+.45 | % | — | 167 | $ | — | 144 | ||||||||||||||||||||||||||||||||
| 2023 CEBURES fixed rate 3
|
Cemex, S.A.B. de C.V. | Peso | 8,500 | 11.480 | % | — | 472 | 475 | 411 | |||||||||||||||||||||||||||||||||
| July 2031 Notes |
Cemex, S.A.B. de C.V. | Dollar | 1,750 | 3.875 | % | (642 | ) | 1,108 | 1,104 | 1,104 | ||||||||||||||||||||||||||||||||
| September 2030 Notes |
Cemex, S.A.B. de C.V. | Dollar | 1,000 | 5.2 | % | (283 | ) | 717 | 715 | 715 | ||||||||||||||||||||||||||||||||
| November 2029 Notes |
Cemex, S.A.B. de C.V. | Dollar | 1,000 | 5.45 | % | (247 | ) | 753 | 750 | 750 | ||||||||||||||||||||||||||||||||
| March 2026 Notes |
Cemex, S.A.B. de C.V. | Euro | 400 | 3.125 | % | — | 470 | — | 414 | |||||||||||||||||||||||||||||||||
| Other notes payable |
4 |
12 |
||||||||||||||||||||||||||||||||||||||||
| $ | 3,048 | 3,550 | ||||||||||||||||||||||||||||||||||||||||
1 |
As of December 31, 2025, 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. |
2 |
Presented net of all notes repurchased by Cemex. As of December 31, 2025, 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 |
Bank loans |
Notes payable |
Total |
||||||||||||||
| 2027 |
$ | 625 | 3 | 628 | ||||||||||||
| 2028 |
628 | — | 628 | |||||||||||||
| 2029 |
130 | 751 | 881 | |||||||||||||
| 2030 |
2 | 1,190 | 1,192 | |||||||||||||
| 2031 and thereafter |
24 | 1,104 | 1,128 | |||||||||||||
| $ | 1,409 | 3,048 | 4,457 | |||||||||||||
Lines of credit |
Available |
|||||||||||
| Other lines of credit in foreign subsidiaries 1
|
$ | 125 | 111 | |||||||||
| Other lines of credit from banks 1
|
1,020 | 1,020 | ||||||||||
| Revolving credit facilities (“RCF”) |
2,352 | 2,352 | ||||||||||
| $ | 3,497 | 3,483 | ||||||||||
1 |
Uncommitted amount subject to the banks’ availability. |
Consolidated financial ratios |
Refers to the compliance limits and calculations in effect on each specified date |
|||||||||||||
2025 |
2024 |
2023 |
||||||||||||
| Leverage ratio |
Limit |
<=3.75 | <=3.75 | <=3.75 | ||||||||||
Calculation |
1.63 | 1.81 | 2.06 | |||||||||||
| Coverage ratio |
Limit |
>=2.75 | >=2.75 | >=2.75 | ||||||||||
Calculation |
8.37 | 7.26 | 7.91 | |||||||||||
18.2) |
OTHER FINANCIAL OBLIGATIONS |
2025 |
2024 |
|||||||||||||||||||||||||||||
Current |
Non-current |
Total |
Current |
Non-current |
Total |
|||||||||||||||||||||||||
| I. Leases |
$ | 267 | 868 | 1,135 | $ | 269 | 902 | 1,171 | ||||||||||||||||||||||
| II. Liabilities secured with accounts receivable |
681 | — | 681 | 658 | — | 658 | ||||||||||||||||||||||||
| $ | 948 | 868 | 1,816 | $ | 927 | 902 | 1,829 | |||||||||||||||||||||||
2025 |
2024 |
2023 |
||||||||||||
| Lease financial liability at the beginning of year |
$ | 1,171 | 1,258 | 1,176 | ||||||||||
| Additions from new leases |
192 | 290 | 341 | |||||||||||
| Reductions from payments |
(285) | (296 | ) | (256 | ) | |||||||||
| Cancellations and liability remeasurements |
3 | (47 | ) | (24 | ) | |||||||||
| Foreign currency translation and accretion effects |
54 | (34 | ) | 21 | ||||||||||
| Lease financial liability at the end of year |
$ | 1,135 | 1,171 | 1,258 | ||||||||||
Total |
||||||||
| 2027 |
$ | 195 | ||||||
| 2028 |
153 | |||||||
| 2029 |
118 | |||||||
| 2030 |
86 | |||||||
| 2031 and thereafter |
316 | |||||||
| $ | 868 | |||||||
18.3) |
FAIR VALUE OF FINANCIAL INSTRUMENTS |
2025 |
2024 |
|||||||||||||||||||
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|||||||||||||||||
| Financial assets |
||||||||||||||||||||
| Derivative financial instruments (notes 14.2 and 18.4) |
$ | 10 | 10 | $ | 60 | 60 | ||||||||||||||
| Other investments and non-current accounts receivable (note 14.2) |
202 | 197 | 196 | 179 | ||||||||||||||||
| $ | 212 | 207 | $ | 256 | 239 | |||||||||||||||
| Financial liabilities |
||||||||||||||||||||
| Long-term debt (note 18.1) |
$ | 4,457 | 4,478 | $ | 5,340 | 5,145 | ||||||||||||||
| Other financial obligations (note 18.2) |
868 | 866 | 902 | 898 | ||||||||||||||||
| Derivative financial instruments (notes 18.4 and 19.3) |
44 | 44 | 100 | 100 | ||||||||||||||||
| $ | 5,369 | 5,388 | $ | 6,342 | 6,143 | |||||||||||||||
18.4) |
DERIVATIVE FINANCIAL INSTRUMENTS |
2025 |
2024 |
|||||||||||||||||
Notional amount |
Fair value |
Notional amount |
Fair value |
|||||||||||||||
| I. Financial derivative instruments hedging the net investment |
$ | 1,817 | (94 | ) | 713 | 63 | ||||||||||||
| II. Cross currency swaps |
658 | (1 | ) | 658 | (100 | ) | ||||||||||||
| III. Interest rate swaps |
705 | 2 | 600 | 14 | ||||||||||||||
| IV. Fuel price hedging |
247 | 3 | 356 | 6 | ||||||||||||||
| V. Foreign exchange options |
— | — | 650 | 41 | ||||||||||||||
| $ | 3,427 | (90 | ) | 2,977 | 24 | |||||||||||||
I. |
Financial derivative instruments hedging the net investment |
II. |
Cross currency swaps |
III. |
Interest rate swaps |
IV. |
Fuel price hedging |
V. |
Foreign exchange options |
18.5) |
RISK MANAGEMENT |
2025 |
2024 |
|||||||||||
| Monetary assets |
$ | 5,160 | 4,126 | |||||||||
| Monetary liabilities |
14,917 | 14,504 | ||||||||||
| Net monetary assets (liabilities) |
(9,757 | ) | (10,378 | ) | ||||||||
| The breakdown is presented below: |
||||||||||||
| Dollars |
(5,721 | ) | (6,524 | ) | ||||||||
| Pesos |
(991 | ) | (824 | ) | ||||||||
| Euros |
(2,150 | ) | (1,884 | ) | ||||||||
| Pounds |
(419 | ) | (516 | ) | ||||||||
| Other currencies |
(476 | ) | (630 | ) | ||||||||
| $ | (9,757 | ) | (10,378 | ) | ||||||||
19) |
TRADE ACCOUNTS PAYABLE, OTHER CURRENT LIABILITIES AND NON-CURRENT LIABILITIES |
19.1) |
TRADE ACCOUNTS PAYABLE |
19.2) |
OTHER CURRENT LIABILITIES |
2025 |
2024 |
|||||||||
| Other accounts payable and accrued expenses |
$ | 659 | 660 | |||||||
| Provisions |
558 | 399 | ||||||||
| Contract liabilities with customers (note 4) |
369 | 269 | ||||||||
| Interest payable |
96 | 89 | ||||||||
| $ | 1,682 | 1,417 | ||||||||
19.3) |
OTHER NON-CURRENT LIABILITIES |
2025 |
2024 |
|||||||||
| Asset retirement obligations |
$ | 654 | 563 | |||||||
| Environmental liabilities |
210 | 203 | ||||||||
| Accruals for legal assessments and other responsibilities |
113 | 95 | ||||||||
| Non-current liabilities for valuation of derivative instruments |
44 | 100 | ||||||||
| Other non-current liabilities and provisions |
425 | 420 | ||||||||
| $ | 1,446 | 1,381 | ||||||||
2025 |
||||||||||||||||||||||||||||||
Asset retirement obligations |
Environmental liabilities |
Accruals for legal proceedings |
Valuation of derivative instruments |
Other liabilities and provisions |
Total |
2024 |
||||||||||||||||||||||||
| Balance at beginning of period |
$ | 688 | 228 | 101 | 100 | 663 | 1,780 | 1,656 | ||||||||||||||||||||||
| Additions or increase in estimates |
282 | 7 | 46 | 63 | 215 | 613 | 395 | |||||||||||||||||||||||
| Releases or decrease in estimates |
(186 | ) | (15 | ) | (21 | ) | (56 | ) | (132 | ) | (410 | ) | (318 | ) | ||||||||||||||||
| Business combinations (note 5.1) |
4 | — | — | — | 10 | 14 | — | |||||||||||||||||||||||
| Accretion expense |
43 | — | — | — | 6 | 49 | 53 | |||||||||||||||||||||||
| Foreign currency translation |
(41 | ) | 17 | (9 | ) | (2 | ) | (7 | ) | (42 | ) | (6 | ) | |||||||||||||||||
| Balance at end of period |
$ | 790 | 237 | 117 | 105 | 755 | 2,004 | 1,780 | ||||||||||||||||||||||
| The breakdown is presented below: |
||||||||||||||||||||||||||||||
| Current provisions |
$ | 136 | 27 | 4 | 61 | 330 | 558 | 399 | ||||||||||||||||||||||
| Other non-current liabilities |
654 | 210 | 113 | 44 | 425 | 1,446 | 1,381 | |||||||||||||||||||||||
20) |
PENSIONS AND POST-EMPLOYMENT BENEFITS |
Pensions |
Other benefits |
Total |
||||||||||||||||||||||||||||||||||||
Net period cost (income): |
2025 |
2024 |
2023 |
2025 |
2024 |
2023 |
2025 |
2024 |
2023 |
|||||||||||||||||||||||||||||
| Recorded in operating costs and expenses |
||||||||||||||||||||||||||||||||||||||
| Service cost |
$ | 7 | 7 | 6 | 4 | 4 | 4 | 11 | 11 | 10 | ||||||||||||||||||||||||||||
| Settlements, curtailments and other changes |
(2 | ) | — | (9 | ) | (3 | ) | — | (1 | ) | (5 | ) | — | (10 | ) | |||||||||||||||||||||||
| 5 | 7 | (3 | ) | 1 | 4 | 3 | 6 | 11 | — | |||||||||||||||||||||||||||||
| Recorded in other financial expenses |
||||||||||||||||||||||||||||||||||||||
| Net interest cost |
30 | 32 | 36 | 9 | 8 | 8 | 39 | 40 | 44 | |||||||||||||||||||||||||||||
| Recorded in other comprehensive income |
||||||||||||||||||||||||||||||||||||||
| Actuarial results for the period |
3 | (75 | ) | 46 | 9 | 1 | (1 | ) | 12 | (74 | ) | 45 | ||||||||||||||||||||||||||
| $ | 38 | (36 | ) | 79 | 19 | 13 | 10 | 57 | (23 | ) | 89 | |||||||||||||||||||||||||||
Pensions |
Other benefits |
Total |
||||||||||||||||||||||||
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|||||||||||||||||||||
| Change in benefits obligation: |
||||||||||||||||||||||||||
| Projected benefit obligation at beginning of the period |
$ | 1,612 | 1,909 | 92 | 101 | 1,704 | 2,010 | |||||||||||||||||||
| Service cost |
7 | 7 | 4 | 4 | 11 | 11 | ||||||||||||||||||||
| Interest cost |
92 | 97 | 9 | 8 | 101 | 105 | ||||||||||||||||||||
| Actuarial results |
1 | (159 | ) | 9 | 1 | 10 | (158 | ) | ||||||||||||||||||
| Reduction from disposal of assets |
— | (17 | ) | — | — | — | (17 | ) | ||||||||||||||||||
| Settlements and curtailments |
(148 | ) | — | (3 | ) | — | (151 | ) | — | |||||||||||||||||
| Benefits paid |
(120 | ) | (160 | ) | (10 | ) | (10 | ) | (130 | ) | (170 | ) | ||||||||||||||
| Foreign currency translation |
125 | (65 | ) | 10 | (12 | ) | 135 | (77 | ) | |||||||||||||||||
| Projected benefit obligation at end of the period |
1,569 | 1,612 | 111 | 92 | 1,680 | 1,704 | ||||||||||||||||||||
| Change in plan assets: |
||||||||||||||||||||||||||
| Fair value of plan assets at beginning of the period |
1,144 | 1,273 | 1 | 2 | 1,145 | 1,275 | ||||||||||||||||||||
| Return on plan assets |
62 | 65 | — | — | 62 | 65 | ||||||||||||||||||||
| Actuarial results |
(2 | ) | (84 | ) | — | — | (2 | ) | (84 | ) | ||||||||||||||||
| Employer contributions |
82 | 85 | 11 | 10 | 93 | 95 | ||||||||||||||||||||
| Reduction from disposal of assets |
— | (13 | ) | — | — | — | (13 | ) | ||||||||||||||||||
| Settlements |
(146 | ) | — | — | — | (146 | ) | — | ||||||||||||||||||
| Benefits paid |
(120 | ) | (160 | ) | (10 | ) | (10 | ) | (130 | ) | (170 | ) | ||||||||||||||
| Foreign currency translation |
70 | (22 | ) | — | (1 | ) | 70 | (23 | ) | |||||||||||||||||
| Fair value of plan assets at end of the period |
1,090 | 1,144 | 2 | 1 | 1,092 | 1,145 | ||||||||||||||||||||
| Net projected liability |
$ | 479 | 468 | 109 | 91 | 588 | 559 | |||||||||||||||||||
2025 |
2024 |
2023 |
||||||||||||
| Actuarial results due to experience |
$ | 20 | (26 | ) | 13 | |||||||||
| Actuarial results due to demographic assumptions |
7 | (28 | ) | (5 | ) | |||||||||
| Actuarial results due to financial assumptions |
(15 | ) | (20 | ) | 37 | |||||||||
| $ | 12 | (74 | ) | 45 | ||||||||||
2025 |
2024 |
|||||||||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||||||||||||||||||
| Cash |
$ | 29 | — | — | 29 | $ | 25 | — | — | 25 | ||||||||||||||||||||||||||||
| Investments in corporate bonds |
248 | — | — | 248 | 237 | 46 | — | 283 | ||||||||||||||||||||||||||||||
| Investments in government bonds |
286 | — | — | 286 | 339 | — | — | 339 | ||||||||||||||||||||||||||||||
| Total fixed-income securities |
563 | — | — | 563 | 601 | 46 | — | 647 | ||||||||||||||||||||||||||||||
| Investment in marketable securities |
144 | 57 | — | 201 | 127 | 73 | — | 200 | ||||||||||||||||||||||||||||||
| Other investments and private funds |
53 | 31 | 244 | 328 | 44 | 32 | 222 | 298 | ||||||||||||||||||||||||||||||
| Total variable-income securities |
197 | 88 | 244 | 529 | 171 | 105 | 222 | 498 | ||||||||||||||||||||||||||||||
| Total plan assets |
$ | 760 | 88 | 244 | 1,092 | $ | 772 | 151 | 222 | 1,145 | ||||||||||||||||||||||||||||
Estimated payments |
||||||||
| 2026 |
$ | 148 | ||||||
| 2027 |
135 | |||||||
| 2028 |
135 | |||||||
| 2029 |
137 | |||||||
| 2030 |
135 | |||||||
| 2031 – 2035 |
678 | |||||||
2025 |
2024 |
|||||||||||||||||||||||||||||||
PBO |
Assets |
Deficit |
PBO |
Assets |
Deficit |
|||||||||||||||||||||||||||
| Mexico |
$ | 251 | 59 | 192 | $ | 200 | 30 | 170 | ||||||||||||||||||||||||
| United Kingdom |
1,008 | 803 | 205 | 960 | 752 | 208 | ||||||||||||||||||||||||||
| Germany |
127 | 6 | 121 | 121 | 5 | 116 | ||||||||||||||||||||||||||
| Other countries |
294 | 224 | 70 | 423 | 358 | 65 | ||||||||||||||||||||||||||
| $ | 1,680 | 1,092 | 588 | $ | 1,704 | 1,145 | 559 | |||||||||||||||||||||||||
2025 |
2024 |
|||||||||||||||||||||||||||||||||||
Mexico |
United Kingdom |
Germany |
Other countries |
Mexico |
United Kingdom |
Germany |
Other countries |
|||||||||||||||||||||||||||||
| Discount and return rates |
10.5% | 5.5% | 4.0% | 3.7% - 10.0% |
11.8% | 5.6% | 3.4% | 3.3% - 9.5% | ||||||||||||||||||||||||||||
| Rate of salary increases |
4.5% | 2.9% | 3.2% | 2.5% - 7.3% | 4.5% | 3.2% | 3.2% | 2.5% - 7.3% |
||||||||||||||||||||||||||||
Pensions |
Other benefits |
Total |
||||||||||||||||||||||||
Assumption |
+50 bps |
-50 bps |
+50 bps |
-50 bps |
+50 bps |
-50 bps |
||||||||||||||||||||
| Discount Rate |
$ | (72 | ) | 78 | (4 | ) | 4 | (76 | ) | 82 | ||||||||||||||||
| Salary Rate |
4 | (3 | ) | 1 | (1 | ) | 5 | (4 | ) | |||||||||||||||||
| Pension Rate |
60 | (56 | ) | — | — | 60 | (56 | ) | ||||||||||||||||||
21) |
INCOME TAXES |
21.1) |
INCOME TAXES FOR THE PERIOD |
2025 |
2024 |
2023 |
||||||||||||
| Current income tax expense |
$ | 178 | 343 | 1,102 | ||||||||||
| Deferred income tax (benefit) expense |
207 | (276 | ) | 103 | ||||||||||
| $ | 385 | 67 | 1,205 | |||||||||||
21.2) |
DEFERRED INCOME TAXES |
2025 |
2024 |
|||||||||||
| Deferred tax assets: |
||||||||||||
| Tax loss carryforwards and other tax credits |
$ | 480 | 446 | |||||||||
| Accounts payable and accrued expenses |
745 | 1,084 | ||||||||||
| Intangible assets, net and other |
177 | 130 | ||||||||||
| Total deferred tax assets, gross |
1,402 | 1,660 | ||||||||||
| Presentation of net position by same legal entity |
(886 | ) | (987 | ) | ||||||||
| Total deferred tax asset, net in the statement of financial position |
516 | 673 | ||||||||||
| Deferred tax liabilities: |
||||||||||||
| Property, machinery and equipment and right-of-use |
(1,382 | ) | (1,298 | ) | ||||||||
| Investments and other assets |
(105 | ) | (237 | ) | ||||||||
| Total deferred tax liabilities, gross |
(1,487 | ) | (1,535 | ) | ||||||||
| Presentation of net position by same legal entity |
886 | 987 | ||||||||||
| Total deferred tax liabilities, net in the statement of financial position |
(601 | ) | (548 | ) | ||||||||
| Net deferred tax assets (liabilities) |
$ | (85 | ) | 125 | ||||||||
| The breakdown is presented below: |
||||||||||||
| Net deferred tax assets in Mexican entities |
$ | 312 | 393 | |||||||||
| Net deferred tax liabilities in foreign entities |
(397 | ) | (268 | ) | ||||||||
| Net deferred tax assets (liabilities) |
$ | (85 | ) | 125 | ||||||||
2025 |
2024 |
|||||||||||||||||||||||||||
Assets |
Liabilities |
Net |
Assets |
Liabilities |
Net |
|||||||||||||||||||||||
| Mexican entities |
$ | 443 | (131 | ) | 312 | $ | 518 | (125 | ) | 393 | ||||||||||||||||||
| Foreign entities |
73 | (470 | ) | (397 | ) | 155 | (423 | ) | (268 | ) | ||||||||||||||||||
| $ | 516 | (601 | ) | (85 | ) | $ | 673 | (548 | ) | 125 | ||||||||||||||||||
2025 |
2024 |
2023 |
||||||||||||
| Deferred income tax (benefit) expense in the Income Statement |
$ | 207 | (276 | ) | 103 | |||||||||
| Deferred income tax expense (benefit) in stockholders’ equity |
7 | 57 | (6 | ) | ||||||||||
| Reclassifications 1
|
(4 | ) | 14 | — | ||||||||||
| Change in deferred income tax during the period |
$ | 210 | (205 | ) | 97 | |||||||||
1 |
In 2025 and 2024, refers to the effects of the reclassification of balances to assets held for sale and related liabilities (note 5.2). |
2025 |
2024 |
2023 |
||||||||||||
| Expense (benefit) related to actuarial results (note 20) |
$ | (5 | ) | 11 | (5 | ) | ||||||||
| Expense (benefit) related to derivative financial instruments (note 18.4) |
(16) | 4 | (41 | ) | ||||||||||
| Expense related to foreign currency translation and other effects |
14 | 33 | 40 | |||||||||||
| $ | (7 | ) | 48 | (6 | ) | |||||||||
Amount of carryforwards |
Amount of unrecognized carryforwards |
Amount of recognized carryforwards |
||||||||||||
| 2026 |
$ | 17 | 17 | — | ||||||||||
| 2027 |
25 | 15 | 10 | |||||||||||
| 2028 |
52 | 20 | 32 | |||||||||||
| 2029 |
191 | 178 | 13 | |||||||||||
| 2030 and thereafter |
7,070 | 5,273 | 1,797 | |||||||||||
| $ | 7,355 |
5,503 |
1,852 |
|||||||||||
21.3) |
RECONCILIATION OF EFFECTIVE INCOME TAX RATE |
2025 |
2024 |
2023 |
||||||||||||||||||||||||||
% |
$ |
% |
$ |
% |
$ |
|||||||||||||||||||||||
| Mexican statutory tax rate |
30.0 | % | 237 | 30.0 | % | 294 | 30.0 | % | 397 | |||||||||||||||||||
| Income tax penalties in Spain (note 21.4) |
— | — | — | — | 46.9 | % | 620 | |||||||||||||||||||||
| Difference between accounting and tax expenses, net 1
|
44.6 | % | 352 | (9.2 | )% | (90 | ) | 0.4 | % | 6 | ||||||||||||||||||
| Non-taxable sale of equity securities and fixed assets 2
|
(44.5 | )% | (351 | ) | (10.6 | )% | (104 | ) | (1.3 | )% | (17 | ) | ||||||||||||||||
| Difference between book and tax inflation |
15.3 | % | 121 | 6.1 | % | 60 | 9.1 | % | 120 | |||||||||||||||||||
| Differences in tax rates where Cemex operates |
(5.2 | )% | (41 | ) | 2.5 | % | 24 | 7.7 | % | 103 | ||||||||||||||||||
| Deferred income tax changes related to tax carryforwards |
8.0 | % | 63 | (10.1 | )% | (99 | ) | (4.3 | )% | (57 | ) | |||||||||||||||||
| Changes in provisions for uncertain tax positions |
1.5 | % | 12 | 1.1 | % | 11 | 0.1 | % | 1 | |||||||||||||||||||
| Others |
(0.9 | )% | (8 | ) | (3.0 | )% | (29 | ) | 2.4 | % | 32 | |||||||||||||||||
| Effective consolidated income tax expense rate |
48.8 | % | 385 | 6.8 | % | 67 | 91.0 | % | 1,205 | |||||||||||||||||||
1 |
In 2025, $307 relates to impairment charges in the U.S. that are non-deductible for tax purposes in that jurisdiction (note 8). |
2 |
In 2025 and 2024, includes $289 and $72, respectively, related to non-taxable income from the sale of shares of subsidiaries and associates during the period. |
2025 |
2024 |
|||||||||||||||||||
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 |
$ | — | 91 | — | 89 | |||||||||||||||
| Derecognition of previously recognized tax loss carryforwards |
(70 | ) | 51 | (100 | ) | — | ||||||||||||||
| Recognition related to unrecognized tax loss carryforwards |
96 | (79 | ) | 105 | (186 | ) | ||||||||||||||
| Foreign currency translation and other effects |
8 | — | (4 | ) | (2 | ) | ||||||||||||||
| Changes in deferred tax assets |
$ | 34 | 63 | 1 | (99 | ) | ||||||||||||||
21.4) |
UNCERTAIN TAX POSITIONS AND SIGNIFICANT TAX PROCEEDINGS |
2025 |
2024 |
2023 |
||||||||||||||
| Balance of tax positions at beginning of the period |
$ | 51 | 78 | 41 | ||||||||||||
| Additions for tax positions of prior periods |
15 | 5 | 34 | |||||||||||||
| Additions for tax positions of current period |
12 | 14 | 3 | |||||||||||||
| Reductions for tax positions related to prior periods and other items |
(2 | ) | (2 | ) | (1 | ) | ||||||||||
| Settlements and reclassifications |
(7 | ) | (31 | ) | — | |||||||||||
| Expiration of the statute of limitations |
(2 | ) | (8 | ) | (2 | ) | ||||||||||
| Foreign currency translation effects |
5 | (5 | ) | 3 | ||||||||||||
| Balance of tax positions at end of the period |
$ | 72 | 51 | 78 | ||||||||||||
| • | 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 $536, initially payable no later than September 20, 2024. On September 6, 2024, Cemex España paid an amount equivalent to $322. In connection with the remainder of the fines for an amount equivalent to $214, Cemex España filed before the National Court (Audiencia Nacional) a motion against the assessment issued by the Tax Authorities, claiming a right to a reduction of the remainder of the fines for early payment pursuant to the applicable tax code in Spain, but this motion was denied on February 21, 2025 and this denial was affirmed on September 1, 2025. On October 10, 2025, Cemex España filed a request for admission of a cassation appeal against such adverse resolution to the Spanish Supreme Court. Furthermore, as a cautionary measure, on September 9, 2024, Cemex España filed an appeal with the Tribunal Económico Administrativo Central (“TEAC”) in connection with the aforementioned motion, but this appeal was adversely resolved on July 23, 2025. On September 10, 2024, Cemex España paid an additional amount of $3 and filed a request to the Agencia Estatal de Administración Tributaria de España (“AEAT”) for a postponement of payment and an authorization to pay the outstanding amount of the fines in installments over four years starting in April 2025 in case the proceeding over the reduction of the remainder of the fines was not resolved in Cemex España’s favor. On September 10, 2025, Cemex España received an adverse resolution from the AEAT, not admitting the request. On September 10, 2025, Cemex España filed a recourse against the non-admission of such request with the TEAC. As of December 31, 2025, the payment of the outstanding amount of the fines remains suspended until several motions and recourses filed by Cemex España are resolved. |
| • | 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 $33 of income tax and $33 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, 2025, 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 relation 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 $23 of income tax and $ 23 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, 2025, 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. |
22) |
STOCKHOLDERS’ EQUITY |
22.1) |
COMMON STOCK |
2025 |
2024 |
|||||||||||||||
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, 2025 and 2024, 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. |
22.2) |
OTHER EQUITY RESERVES AND SUBORDINATED NOTES |
2025 |
2024 |
|||||||||||
| Other equity reserves |
$ | (2,429 | ) | (2,756 | ) | |||||||
| Subordinated notes |
1,983 | 1,986 | ||||||||||
| $ | (446 | ) | (770 | ) | ||||||||
2025 |
2024 |
|||||||||
| Cumulative translation effect, tax effects from deferred income taxes recognized directly in equity (note 21.2) and derivative financial instruments designated as cash flow hedges |
$ | (646 | ) | (1,066 | ) | |||||
| Cumulative actuarial losses |
(336 | ) | (324 | ) | ||||||
| Cumulative coupons accrued under perpetual debentures |
(1,070 | ) | (1,070 | ) | ||||||
| Cumulative coupons accrued and premiums paid on subordinated notes |
(474 | ) | (347 | ) | ||||||
| Other effects |
97 | 51 | ||||||||
| $ | (2,429 | ) | (2,756 | ) | ||||||
2025 |
2024 |
2023 |
||||||||||||
| Foreign currency translation results 1
|
$ | 758 | (275 | ) | 356 | |||||||||
| Foreign exchange fluctuations from debt related to the acquisition of foreign entities |
(118 | ) | 68 | (28 | ) | |||||||||
| Foreign exchange fluctuations from intercompany balances |
(303 | ) | 1 | (73 | ) | |||||||||
| $ | 337 | (206 | ) | 255 | ||||||||||
1 |
These effects relate to the translation of foreign subsidiaries’ financial statements, include changes in the fair value of financial derivative instruments designated to hedge a net investment (notes 3.4 and 18.4). |
| • | 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. |
22.3) |
RETAINED EARNINGS |
22.4) |
NON-CONTROLLING INTEREST |
23) |
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) |
2025 |
2024 |
2023 |
ADSs Forfeited (thousands) |
ADSs Outstanding (thousands) 3
|
|||||||||||||||||||||||||||||||
| Performance Plans |
||||||||||||||||||||||||||||||||||||||||
| 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 | 1,934.7 | — | — | 1,637.0 | — | |||||||||||||||||||||||||||||
| 2023 |
1,657.02 | $ | 6.4 | 145 | % | 15.4 | — | — | — | 64.5 | 2,336.5 | |||||||||||||||||||||||||||||
| 2024 |
1,976.7 | $ | 6.3 | 133 | % | 16.6 | — | — | — | 25.8 | 2,595.7 | |||||||||||||||||||||||||||||
| 2025 |
2,367.9 | $ | 6.3 | 141 | % | 21.1 | — | — | — | 6.9 | 3,323.5 | |||||||||||||||||||||||||||||
| Ordinary Plans |
||||||||||||||||||||||||||||||||||||||||
| 2019 |
8,048.2 | $ | 4.7 | 100 | % | 37.5 | — | 42.4 | 118.3 | — | ||||||||||||||||||||||||||||||
| 2020 |
11,162.2 | $ | 2.5 | 100 | % | 28.1 | — | — | 2,293.0 | 253.7 | — | |||||||||||||||||||||||||||||
| 2021 |
5,716.6 | $ | 7.2 | 100 | % | 41.3 | 61.8 | 1,210.7 | 1,442.7 | 56.6 | — | |||||||||||||||||||||||||||||
| 2022 |
9,483.0 | $ | 4.9 | 100 | % | 46.0 | 2,267.1 | 2,166.0 | 2,450.5 | 58.1 | — | |||||||||||||||||||||||||||||
| 2023 |
6,531.9 | $ | 5.9 | 100 | % | 38.4 | 1,813.3 | 1,582.9 | 1,765.0 | 80.9 | 1,289.8 | |||||||||||||||||||||||||||||
| 2024 |
8,531.7 | $ | 7.2 | 100 | % | 61.5 | 3,097.7 | 2,248.0 | — | — | 3,222.4 | |||||||||||||||||||||||||||||
| 2025 |
8,634.1 | $ | 6.2 | 100 | % | 53.2 | 3,317.4 | — | — | 38.1 | 5,278.6 | |||||||||||||||||||||||||||||
| 12,492.0 | 7,653.9 | 16,441.8 | 3,120.8 | 18,046.5 | ||||||||||||||||||||||||||||||||||||
1 |
The target number of ADSs under the Performance Plans is based on a 100% payout assumption. |
2 |
The average ADS price is determined on the grant date. |
3 |
Until the final payout of the Performance Plans is determined at the end of each three-year period, the number of outstanding ADSs is calculated using the same percentage of fair value as determined by the option pricing model. |
24) |
EARNINGS PER SHARE |
2025 |
2024 |
2023 |
||||||||||||||
Denominator (thousands of shares) |
||||||||||||||||
| Weighted-average number of shares outstanding – basic |
43,540,866 | 43,405,354 | 43,510,758 | |||||||||||||
| Effect of dilutive instruments – share-based compensation (note 23) 1
|
541,395 | 660,298 | 599,229 | |||||||||||||
| Weighted-average number of shares – diluted |
44,082,261 | 44,065,652 | 44,109,987 | |||||||||||||
| Numerator |
||||||||||||||||
| Net income from continuing operations |
$ | 404 | 924 | 121 | ||||||||||||
| Less: non-controlling interest net income |
10 | 21 | 17 | |||||||||||||
| Controlling interest net income from continuing operations |
$ | 394 | 903 | 104 | ||||||||||||
| Net income from discontinued operations |
$ | 566 | 36 | 78 | ||||||||||||
| Basic earnings per share |
||||||||||||||||
| Controlling interest basic earnings per share |
$ | 0.0221 | 0.0217 | 0.0042 | ||||||||||||
| Controlling interest basic earnings per share from continuing operations |
0.0091 | 0.0209 | 0.0024 | |||||||||||||
| Controlling interest basic earnings per share from discontinued operations |
0.0130 | 0.0008 | 0.0018 | |||||||||||||
| Controlling interest diluted earnings per share |
||||||||||||||||
| Controlling interest diluted earnings per share |
$ | 0.0218 | 0.0213 | 0.0041 | ||||||||||||
| Controlling interest diluted earnings per share from continuing operations |
0.0090 | 0.0205 | 0.0023 | |||||||||||||
| Controlling interest diluted earnings per share from discontinued operations |
0.0128 | 0.0008 | 0.0018 | |||||||||||||
1 |
Number of the Parent Company’s shares to be potentially issued under the Share-Based Compensation Programs, equivalent to 180.5 million CPOs or 18.05 million ADSs. |
25) |
COMMITMENTS |
25.1) |
CONTRACTUAL OBLIGATIONS |
2025 |
||||||||||||||||||||||||
Obligations |
Less than 1 year |
1-3
years |
3-5
years |
More than 5 years |
Total |
|||||||||||||||||||
| Long-term debt |
$ | 1,191 | 1,271 | 2,076 | 1,131 | 5,669 | ||||||||||||||||||
| Leases 1
|
308 | 384 | 247 | 555 | 1,494 | |||||||||||||||||||
| Total debt and other financial obligations |
1,499 | 1,655 | 2,323 | 1,686 | 7,163 | |||||||||||||||||||
| Interest payments on debt 2
|
238 | 384 | 293 | 44 | 959 | |||||||||||||||||||
| Pension plans and other benefits 3
|
148 | 270 | 272 | 678 | 1,368 | |||||||||||||||||||
| Acquisition of property, plant and equipment |
147 | 7 | — | — | 154 | |||||||||||||||||||
| Purchases of raw materials and others 4
|
562 | 617 | 404 | 398 | 1,981 | |||||||||||||||||||
| Total contractual obligations |
$ | 2,594 | 2,933 | 3,292 | 2,806 | 11,625 | ||||||||||||||||||
1 |
These amounts represent nominal cash flows. As of December 31, 2025, the present value of future lease payments was $1,135, with $348 due in 1 to 3 years and $204 due in 3 to 5 years. |
2 |
Estimated cash flows for floating rate debt were calculated using the interest rates in effect as of December 31, 2025. |
3 |
These figures represent estimated annual payments for these benefits (note 20). |
4 |
Future payments for raw materials, services, fuel, energy and carbon allowances are based on contractual nominal cash flows. Estimates reflect aggregate average expected annual consumption under these commitments. |
| • | In 2025 and 2024, Cemex entered into physically settled forward purchase commitments to acquire 2.1 million of emission carbon allowances (“EUAs”) for a total aggregate price of $220. This action aims to hedge a significant portion of Cemex’s expected deficit in emission allowances under the EU ETS for 2029 to 2035 (note 3.13). |
| • | Cemex has maintained, since April 2004, an agreement to purchase energy from Termoeléctrica del Golfo (“TEG”) through 2027 to meet its electricity needs in Mexico. The annual cost is $72 if Cemex receives its full energy allocation. Final costs will be based on the actual megawatts of hours received at the agreed unit prices. |
26) |
LEGAL PROCEEDINGS |
26.1) |
PROVISIONS RESULTING FROM LEGAL PROCEEDINGS |
| • | As of December 31, 2025, Cemex has environmental remediation liabilities in the United Kingdom pertaining to closed and current landfill sites for the confinement of waste, representing the present value of the obligations for an amount in Pounds sterling equivalent to $188. 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, 2025, Cemex has environmental remediation liabilities in the United States for $36, 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. |
26.2) |
CONTINGENCIES FROM LEGAL PROCEEDINGS |
| • | In 2023, the European Commission 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. On March 28, 2025, the European Commission delivered an additional request for information. 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, 2025, 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. |
| • | In 2023, Cemex’s U.S. operations received a grand jury subpoena from the Department of Justice (the “DOJ”) regarding an investigation of possible antitrust law violations in the cement additives and concrete admixtures sector. Cemex fully cooperated with the authorities. The fact that this investigation was conducted did not mean that the DOJ concluded that Cemex had violated the law. On October 15, 2025, the DOJ informed Cemex that the investigation was closed. This matter did not have a material adverse impact on Cemex’s results of operations, liquidity, or 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 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, 2025, 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 Cemex, or if such sanctions, if any, would have a material adverse impact on Cemex’s results of operations, liquidity or financial position. However, given the time elapsed since the last information request and other relevant factors, Cemex believes these investigations are no longer being actively pursued by the SEC and DOJ. |
26.3) |
OTHER SIGNIFICANT PROCESSES |
| • | As of December 31, 2025, 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 Colombia (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 legal 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, 2025, the first and the second instance rulings clearly stated that the capitalization made by Cemex Colombia was legal and complied with applicable laws. Cemex filed an extraordinary appeal against the decision, 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”), an indirect subsidiary of Cemex filed a lawsuit against Zomam, to recover $33 plus interest, owed by Zomam to CCL. This proceeding is at initial stage and a first instance decision is still pending. |
| • | 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 and Zomam 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 remain in force regardless of the outcome of the forfeiture of ownership process, unless Cemex Colombia and its subsidiary are awarded ownership rights related to the affected assets. |
| • | As of December 31, 2025, Cemex expects to retain ownership of the Maceo Plant to the extent it is not subject to the aforementioned forfeiture of ownership proceeding. Nevertheless, if the forfeiture of ownership over the assets is ordered in favor of the Colombian State or if the assets are adjudicated to a third party in a public tender offer as part of the early disposal proceeding relating to the assets, such third party would have to subrogate to the Operation Contract. As of December 31, 2025, Cemex cannot currently estimate the outcome of these 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 1.9 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 and CI Calizas filed a reconsideration petition against the ANLA’s determination. On February 3, 2025, the reconsideration petition was denied. As of December 31, 2025, Cemex expects to submit a new request to modify the license, however, the failure to modify the license would not have a material adverse impact on the operations of the Maceo Plant. 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. |
| • | During 2025, all material permits for the Maceo Plant access road were obtained, and construction was substantially completed. The Maceo Plant began operations in 2025. |
27) |
RELATED PARTIES |
28) |
PRINCIPAL SUBSIDIARIES |
% Interest |
||||||||||
Subsidiary |
Country |
2025 |
2024 |
|||||||
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 3
|
Egypt | 99.7 | 95.8 | |||||||
Cemex Colombia S.A. 4
|
Colombia | 99.8 | 99.7 | |||||||
Cemento Bayano, S.A. 5
|
Panama | – | 99.5 | |||||||
Cemex Dominicana, S.A. 6
|
Dominican Republic | – | 100.0 | |||||||
Trinidad Cement Limited |
Trinidad and Tobago | 69.8 | 69.8 | |||||||
Caribbean Cement Company Limited 7
|
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 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 8
|
United Arab Emirates | 100.0 | 100.0 | |||||||
Cemex International Trading LLC 9
|
United States of America | 100.0 | 100.0 | |||||||
Sunbulk Shipping, S.L.U. 10
|
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 |
During 2025, an intercompany loan was capitalized and Cemex Egypt for Distribution subscribed to the resulting stockholder’s equity increase, thus increasing the group’s consolidated stake. |
4 |
Represents CLH’s direct and indirect interest in ordinary and preferred shares, including shares held in Cemex Colombia’s treasury. |
5 |
Represented CLH’s 99.483% indirect interest in ordinary shares, which excluded a 0.516% interest held in Cemento Bayano, S.A.’s treasury. The company was divested on October 6, 2025. (note 5.2). |
6 |
See note 5.2 related to the sale of this subsidiary. |
7 |
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. |
8 |
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. |
9 |
Cemex International Trading LLC participates in the international trading of Cemex’s products and fuel commercialization. |
10 |
Sunbulk Shipping, S.L.U. provides maritime freight management and logistics arrangement services, consisting mainly in the chartering of vessels and administration, contracting, and coordination of shipments. |
29) |
SUBSEQUENT EVENTS |
| PART III |
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PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
See pages F-1 through F-56, incorporated herein by reference.
ITEM 19. EXHIBITS
CEMEX • 2025 20-F REPORT • III-1
| PART III |
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CEMEX • 2025 20-F REPORT • III-2
| PART III |
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| (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 2019 annual report on Form 20-F of Cemex, S.A.B. de C. V. filed with the SEC on April 29, 2020. |
| (h) | 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. |
| (i) | 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. |
| (j) | 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. |
| (k) | 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. |
| (l) | 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. |
| (m) | Incorporated by reference to the 2024 annual report on Form 20-F of Cemex, S.A.B. de C. V. filed with the SEC on April 28 2025. |
| (n) | Filed herewith. |
| (o) | This was a paper filing, and it is not available on the SEC website. |
CEMEX • 2025 20-F REPORT • III-3
| PART III |
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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 • 2025 20-F REPORT • III-4
| PART III |
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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 24, 2026
CEMEX • 2025 20-F REPORT • III-5
Exhibit 1.2
Contents
On March 27, 2026, Cemex, S.A.B. de C.V. (“Cemex” or the “Company”) informed the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and the Mexican Stock Exchange (Bolsa Mexicana de Valores) about the resolutions adopted at Cemex’s Ordinary General Shareholders’ Meeting that was held on March 26, 2026.
The following is an unofficial English translation of the information that was provided to the Mexican National Banking and Securities Commission and 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 National Banking and Securities Commission and the Mexican Stock Exchange, the Spanish version shall prevail:
Summary of the resolutions adopted at the Ordinary General Shareholders’ Meeting (the “Shareholders’ Meeting”) held pursuant to article 181 of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles), where 43,273,320,399 (forty-three billion two hundred seventy-three million three hundred twenty thousand three hundred ninety-nine) shares, which are equal to 99.965% (ninety-nine point nine six five percent) of the 43,288,573,611 (forty-three billion two hundred eighty-eight million five hundred seventy-three thousand six hundred eleven) 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 2,486,665 (two million four hundred eighty-six thousand six hundred sixty-five) shares which represent 0.0057% (zero point zero zero five seven percent) of the votes present, the following Resolution was adopted:
FIRST: The following is approved by majority vote:
a) The Chief Executive Officer’s Report regarding the Company’s performance during fiscal year 2025; the Company’s Statement of Financial Position, Income Statement, Cash Flow Statement, and Statement of Changes in Capital, for fiscal year 2025, together with their complementary notes; the Board of Directors’ Report on the transactions and activities in which it intervened during fiscal year 2025; 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 11,169,555 (eleven million one hundred sixty-nine thousand five hundred fifty-five) shares which represent 0.0258% (zero point zero two five eight percent) of the votes present, the following Resolution was adopted:
SECOND: The following is approved by majority vote:
a) The proposal of allocation of profits for the year ended December 31, 2025, including the declaration of a cash dividend, in the following terms:
| (amounts in constant millions of Mexican pesos as of December 31, 2025)
|
||||
| Initial Retained Earnings: |
$ | 84,603 | ||
| Declared Dividends in 2025: |
$ | (2,666 | ) | |
| Fiscal Year 2025 Earnings: |
$ | 19,834 | ||
| Earnings Subject to Distribution: |
$ | 101,771 | ||
| Dividend: |
$ | (3,240 | )* | |
| Remaining Retained Earnings: |
$ | 98,531 | ||
| * | Considering USD $180 million at an exchange rate of MXN $18.0012 per USD $1.00 as of December 31, 2025. 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 $180,000,000.00 (one hundred and eighty million U.S. dollars 00/100) payable in USD to registered holders of American Depositary Shares (“ADS”) and 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 to registered holders of Series A and Series B shares and Ordinary Participation Certificates (“CPO”). The dividend will be paid in four equal installments in USD for all of the outstanding shares that make up the capital stock of the Company on each payment date. The first installment should be paid starting on June 18, 2026 for coupon 159; the second installment should be paid starting on September 17, 2026 for coupon 160; the third installment should be paid starting on December 16, 2026 for coupon 161; and the fourth and last installment should be paid starting on March 3, 2027 for coupon 162.
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 1,394,620 (one million three hundred ninety-four thousand six hundred twenty) shares which represent 0.0032% (zero point zero zero three two percent) of the votes present, the following Resolution was adopted:
THIRD: The following is approved by majority vote:
| 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, from this Shareholders’ Meeting and until the date the annual ordinary shareholders’ meeting is held in 2027, 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 by majority vote:
| Board Member |
Type of Board Member |
Votes Against |
||
| ROGELIO ZAMBRANO LOZANO | Non-Independent Director (Criteria: Relevant Executive of the Company) |
514,103,597 (five hundred fourteen million one hundred three thousand five hundred ninety-seven) which represent 1.1880% (one point one eight eight zero percent) of the votes present | ||
| ARMANDO J. GARCÍA SEGOVIA | Independent Director | 1,208,473,233 (one billion two hundred eight million four hundred seventy-three thousand two hundred thirty-three) which represent 2.7927% (two point seven nine two seven percent) of the votes present | ||
| FRANCISCO JAVIER FERNÁNDEZ CARBAJAL | Independent Director | 358,523,205 (three hundred fifty-eight million five hundred twenty-three thousand two hundred five) which represent 0.8285% (zero point eight two eight five percent) of the votes present | ||
| DAVID MANUEL MARTÍNEZ GUZMÁN | Independent Director | 265,599,492 (two hundred sixty-five million five hundred ninety-nine thousand four hundred ninety-two) which represent 0.6138% (zero point six one three eight percent) of the votes present | ||
2
| EVERARDO ELIZONDO ALMAGUER | Independent Director | 306,447,871 (three hundred six million four hundred forty-seven thousand eight hundred seventy-one) which represent 0.7082% (zero point seven zero eight two percent) of the votes present | ||
| MARCELO ZAMBRANO LOZANO | Non-Independent Director (Criteria: First degree blood relative of the Chairman of the Board of Directors) |
122,591,381 (one hundred twenty-two million five hundred ninety-one thousand three hundred eighty-one) which represent 0.2833% (zero point two eight three three percent) of the votes present | ||
| RAMIRO GERARDO VILLARREAL MORALES | Independent Director | 1,176,399,719 (one billion one hundred seventy-six million three hundred ninety-nine thousand seven hundred nineteen) which represent 2.7185% (two point seven one eight five percent) of the votes present | ||
| GABRIEL JARAMILLO SANINT | Independent Director | 307,607,902 (three hundred seven million six hundred seven thousand nine hundred two) which represent 0.7108% (zero point seven one zero eight percent) of the votes present | ||
| ISABEL MARÍA AGUILERA NAVARRO | Independent Director | 199,458,961 (one hundred ninety-nine million four hundred fifty-eight thousand nine hundred sixty-one) which represent 0.4609% (zero point four six zero nine percent) of the votes present | ||
| MARÍA DE LOURDES MELGAR PALACIOS | Independent Director | 242,521,430 (two hundred forty-two million five hundred twenty-one thousand four hundred thirty) which represent 0.5604% (zero point five six zero four percent) of the votes present | ||
| ISAURO ALFARO ALVAREZ | Independent Director | 336,815,413 (three hundred thirty-six million eight hundred fifteen thousand four hundred thirteen) which represent 0.7783% (zero point seven seven eight three percent) of the votes present | ||
| JULISSA REYNOSO PANTALEÓN | Independent Director | 852,850,510 (eight hundred fifty-two million eight hundred fifty thousand five hundred ten) which represent 1.9708% (one point nine seven zero eight percent) of the votes present | ||
3
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 by majority vote, respectively, the latter two without being Directors:
| Position |
Votes Against |
|||
| ROGELIO ZAMBRANO LOZANO | Chairman | 514,103,597 (five hundred fourteen million one hundred three thousand five hundred ninety-seven) which represent 1.1880% (one point one eight eight zero percent) of the votes present | ||
| ROGER SALDAÑA MADERO | Secretary | 125,367,088 (one hundred twenty-five million three hundred sixty-seven thousand eighty-eight) which represent 0.2897% (zero point two eight nine seven percent) of the votes present | ||
| GUILLERMO FRANCISCO HERNÁNDEZ MORALES | Alternate Secretary | 4,367,153 (four million three hundred sixty-seven thousand one hundred fifty-three) which represent 0.0101% (zero point zero one zero one 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 by majority vote:
| Member |
Votes Against |
|
| RAMIRO GERARDO VILLARREAL MORALES | 1,231,215,501 (one billion two hundred thirty-one million two hundred fifteen thousand five hundred one) which represent 2.8452% (two point eight four five two percent) of the votes present | |
| GABRIEL JARAMILLO SANINT | 298,382,134 (two hundred ninety-eight million three hundred eighty-two thousand one hundred thirty-four) which represent 0.6895% (zero point six eight nine five percent) of the votes present | |
| MARÍA DE LOURDES MELGAR PALACIOS | 233,290,252 (two hundred thirty-three million two hundred ninety thousand two hundred fifty-two) which represent 0.5391% (zero point five three nine one percent) of the votes present | |
4
SEVENTH: The appointment on an individual basis of each of the following persons as Chair, Secretary and Alternate Secretary of the Audit Committee of Cemex’s Board of Directors is approved by majority vote, respectively, the latter two without being members of such Committee:
| Position |
Votes Against |
|||
| RAMIRO GERARDO VILLARREAL MORALES | Chair | 1,231,215,501 (one billion two hundred thirty-one million two hundred fifteen thousand five hundred one) which represent 2.8452% (two point eight four five two percent) of the votes present | ||
| ROGER SALDAÑA MADERO | Secretary | 40,027,698 (forty million twenty-seven thousand six hundred ninety-eight) which represent 0.0925% (zero point zero nine two five percent) of the votes present | ||
| GUILLERMO FRANCISCO HERNÁNDEZ MORALES | Alternate Secretary | 35,951,698 (thirty-five million nine hundred fifty-one thousand six hundred ninety-eight) which represent 0.0831% (zero point zero eight three one 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 by majority vote:
| Member |
Votes Against |
|
| ISAURO ALFARO ALVAREZ | 310,533,457 (three hundred ten million five hundred thirty-three thousand four hundred fifty-seven) which represent 0.7176% (zero point seven one seven six percent) of the votes present | |
| FRANCISCO JAVIER FERNÁNDEZ CARBAJAL | 335,141,114 (three hundred thirty-five million one hundred forty-one thousand one hundred fourteen) which represent 0.7745% (zero point seven seven four five percent) of the votes present | |
| EVERARDO ELIZONDO ALMAGUER | 286,364,258 (two hundred eighty-six million three hundred sixty-four thousand two hundred fifty-eight) which represent 0.6618% (zero point six six one eight percent) of the votes present | |
5
NINTH: The appointment on an individual basis of each of the following persons as Chair, Secretary and Alternate Secretary of the Corporate Practices and Finance Committee of Cemex’s Board of Directors is approved by majority vote, respectively, the latter two without being members of such Committee:
| Position |
Votes Against |
|||
| ISAURO ALFARO ALVAREZ | Chair | 310,533,457 (three hundred ten million five hundred thirty-three thousand four hundred fifty-seven) which represent 0.7176% (zero point seven one seven six percent) of the votes present | ||
| ROGER SALDAÑA MADERO | Secretary | 8,651,643 (eight million six hundred fifty-one thousand six hundred forty-three) which represent 0.0200% (zero point zero two zero zero percent) of the votes present | ||
| GUILLERMO FRANCISCO HERNÁNDEZ MORALES | Alternate Secretary | 4,393,843 (four million three hundred ninety-three thousand eight hundred forty-three) which represent 0.0102% (zero point zero one zero two 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 by majority vote:
| Member |
Votes Against |
|
| ISABEL MARÍA AGUILERA NAVARRO | 57,802,704 (fifty-seven million eight hundred two thousand seven hundred four) which represent 0.1336% (zero point one three three six percent) of the votes present | |
| ARMANDO J. GARCÍA SEGOVIA | 208,961,925 (two hundred eight million nine hundred sixty-one thousand nine hundred twenty-five) which represent 0.4829% (zero point four eight two nine percent) of the votes present | |
| MARCELO ZAMBRANO LOZANO | 110,642,788 (one hundred ten million six hundred forty-two thousand seven hundred eighty-eight) which represent 0.2557% (zero point two five five seven percent) of the votes present | |
| JULISSA REYNOSO PANTALEÓN | 5,607,670 (five million six hundred seven thousand six hundred seventy) which represent 0.0130% (zero point zero one three zero percent) of the votes present | |
ELEVENTH: The appointment on an individual basis of each of the following persons as Chair, Secretary and Alternate Secretary of the Sustainability, Climate Action, Social Impact and Diversity Committee of Cemex’s Board of Directors is approved by majority vote, respectively, the latter two without being members of such Committee:
| Position |
Votes Against |
|||
| ISABEL MARÍA AGUILERA NAVARRO | Chair | 57,802,704 (fifty-seven million eight hundred two thousand seven hundred four) which represent 0.1336% (zero point one three three six percent) of the votes present | ||
| ROGER SALDAÑA MADERO | Secretary | 40,562,478 (forty million five hundred sixty-two thousand four hundred seventy-eight) which represent 0.0937% (zero point zero nine three seven percent) of the votes present | ||
| GUILLERMO FRANCISCO HERNÁNDEZ MORALES | Alternate Secretary | 4,984,303 (four million nine hundred eighty-four thousand three hundred three) which represent 0.0115% (zero point zero one one five percent) of the votes present | ||
6
In relation to the Eighth Item on the Agenda, by majority vote in favor and with the opposing vote of 6,001,960 (six million one thousand nine hundred sixty) shares which represent 0.0139% (zero point zero one three nine percent) of the votes present, the following Resolution was adopted:
TWELFTH: It is approved by majority vote that the compensation to be paid for attending the meetings of Cemex’s Board of Directors and its Committees for the period 2026-2027 shall be increased to be, in a gross amount and before taxes, the amount of MXN $586,000.00 (five hundred eighty-six thousand Mexican pesos 00/100) for each of the Directors per Board of Directors meeting attended, and the amount of MXN $141,000.00 (one hundred forty-one 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 in said period, in each case, 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.
In relation to the Ninth Item on the Agenda, by majority vote in favor and with the opposing vote of 956,940 (nine hundred fifty-six thousand nine hundred forty) shares which represent 0.0022% (zero point zero zero two two percent) of the votes present, the following Resolution was adopted:
THIRTEENTH: MR. ROGELIO ZAMBRANO LOZANO, MR. ROGER SALDAÑA MADERO, and MR. GUILLERMO FRANCISCO
HERNÁNDEZ MORALES are appointed by majority vote 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
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”): American Depositary Shares (the “ADSs”), each representing ten Ordinary Participation Certificates (Certificados de Participación Ordinarios) (the “CPOs”). 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, 2025, Cemex, S.A.B. de C.V. had outstanding 14,507,429,244 CPOs, 29,016,656,496 shares of Series A common stock, with no par value (the “Series A shares”) (including Series A shares underlying CPOs) and 14,508,328,248 shares of Series B common stock, with no par value (the “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 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 certain 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 Chair 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 chairs, 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 include:
| • | 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 the Chair of Cemex, S.A.B. de C.V.’s Corporate Practices and Finance Committee or Audit Committee to 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 matter is obligated to disclose such conflict and is prohibited from voting on that matter. 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 matter must disclose that fact to the other directors and is prohibited from participating and being present during the deliberations and voting on that matter. 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, a report from Cemex, S.A.B. de C.V.’s Chief Executive Officer, including Cemex, S.A.B. de C.V.’s Chief financial statements and a report on them prepared by the statutory auditors are submitted for approval by Cemex, S.A.B. de C.V.’s shareholders. Cemex, S.A.B. de C.V.’s shareholders, once they have approved the financial statements, determine the allocation of our net income for the preceding year, after provision for income taxes, legal reserve and statutory employee profit sharing payments. All outstanding shares of Cemex, S.A.B. de C.V.’s capital stock are entitled to share equally in a 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, 2025, 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, 2025, we had 388 ADS holders of record, holding 641,657,869 ADRs (as defined below), representing 6,416,578,690 CPOs, or approximately 44.23% 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 4.5
EXECUTION VERSION
CEMEX, S.A.B. DE C.V.,
as Issuer
and
THE BANK OF NEW YORK MELLON,
as Trustee
INDENTURE
DATED AS OF JUNE 10, 2025
SUBORDINATED NOTES
TABLE OF CONTENTS
| Page | ||||||
| ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE |
1 | |||||
| Section 1.01. |
Definitions | 1 | ||||
| Section 1.02. |
Rules of Construction | 14 | ||||
| ARTICLE II THE NOTES |
15 | |||||
| Section 2.01. |
Form and Dating | 15 | ||||
| Section 2.02. |
Execution and Authentication | 16 | ||||
| Section 2.03. |
Registrar, Paying Agent and Transfer Agent | 16 | ||||
| Section 2.04. |
Paying Agent to Hold Money in Trust | 17 | ||||
| Section 2.05. |
Holder Lists | 17 | ||||
| Section 2.06. |
Global Note Provisions | 17 | ||||
| Section 2.07. |
Legends | 19 | ||||
| Section 2.08. |
Transfer and Exchange | 19 | ||||
| Section 2.09. |
Mutilated, Destroyed, Lost or Stolen Notes | 25 | ||||
| Section 2.10. |
Temporary Notes | 26 | ||||
| Section 2.11. |
Cancellation | 26 | ||||
| Section 2.12. |
Defaulted Interest | 26 | ||||
| Section 2.13. |
Additional Notes | 27 | ||||
| Section 2.14. |
CUSIP and ISIN Numbers | 28 | ||||
| Section 2.15. |
Subordination | 28 | ||||
| Section 2.16. |
Deferral of Interest | 29 | ||||
| ARTICLE III OPTIONAL REDEMPTIONS |
30 | |||||
| Section 3.01. |
Optional Redemption | 30 | ||||
| Section 3.02. |
Notice of Redemption | 31 | ||||
| Section 3.03. |
Deposit of Redemption Price | 32 | ||||
| Section 3.04. |
Notes Payable on Redemption Date | 32 | ||||
| Section 3.05. |
Optional Redemption for a Rating Methodology Event | 32 | ||||
| Section 3.06. |
Optional Redemption for a Tax Deductibility Event. | 33 | ||||
| Section 3.07. |
Optional Redemption for Changes in Withholding Taxes | 33 | ||||
| Section 3.08. |
Optional Redemption upon a Substantial Repurchase Event | 34 | ||||
| Section 3.09. |
Optional Redemption for an Accounting Event | 34 | ||||
| Section 3.10. |
Optional Redemption upon a Change of Control that Results in a Ratings Downgrade Event | 35 | ||||
| Section 3.11. |
Substitution or Variation | 35 | ||||
| Section 3.12. |
Selection of Notes to Be Redeemed in Part | 36 | ||||
| Section 3.13. |
Unredeemed Portions of Partially Redeemed Note | 37 | ||||
| Section 3.14. |
No Limitation | 37 | ||||
| Section 3.15. |
No Scheduled Maturity | 37 | ||||
i
TABLE OF CONTENTS
(continued)
| Page | ||||||
| ARTICLE IV COVENANTS |
37 | |||||
| Section 4.01. |
Payment of Notes | 37 | ||||
| Section 4.02. |
Merger, Consolidation or Sale of Assets | 38 | ||||
| Section 4.03. |
Reports to Holders | 38 | ||||
| Section 4.04. |
Payment of Additional Amounts | 40 | ||||
| Section 4.05. |
Further Instruments and Acts | 43 | ||||
| ARTICLE V NO EVENTS OF DEFAULT; REMEDIES |
43 | |||||
| Section 5.01. |
No Defaults or Events of Default | 43 | ||||
| Section 5.02. |
Acceleration | 44 | ||||
| Section 5.03. |
Remedies | 44 | ||||
| Section 5.04. |
[Reserved] | 44 | ||||
| Section 5.05. |
Control by Majority | 44 | ||||
| Section 5.06. |
Limitation on Suits | 44 | ||||
| Section 5.07. |
Rights of Holders to Receive Payment | 45 | ||||
| Section 5.08. |
Trustee May File Proofs of Claim | 45 | ||||
| Section 5.09. |
Priorities | 46 | ||||
| Section 5.10. |
Undertaking for Costs | 46 | ||||
| Section 5.11. |
Waiver of Stay or Extension Laws | 47 | ||||
| Section 5.12. |
No Additional Remedies | 47 | ||||
| ARTICLE VI TRUSTEE |
47 | |||||
| Section 6.01. |
Duties of Trustee | 47 | ||||
| Section 6.02. |
Rights of Trustee | 48 | ||||
| Section 6.03. |
Individual Rights of Trustee | 50 | ||||
| Section 6.04. |
Trustee’s Disclaimer | 50 | ||||
| Section 6.05. |
Notice of Certain Events | 50 | ||||
| Section 6.06. |
[Reserved] | 50 | ||||
| Section 6.07. |
Compensation and Indemnity | 50 | ||||
| Section 6.08. |
Replacement of Trustee | 51 | ||||
| Section 6.09. |
Successor Trustee by Merger | 52 | ||||
| Section 6.10. |
Eligibility; Disqualification | 52 | ||||
| ARTICLE VII DISCHARGE OF INDENTURE |
52 | |||||
| Section 7.01. |
[Reserved] | 52 | ||||
| Section 7.02. |
[Reserved] | 52 | ||||
| Section 7.03. |
Application of Trust Money | 52 | ||||
| Section 7.04. |
Repayment to Company | 52 | ||||
| Section 7.05. |
Indemnity for U.S. Government Obligations | 53 | ||||
| Section 7.06. |
Reinstatement | 53 | ||||
| Section 7.07. |
Satisfaction and Discharge | 53 | ||||
ii
TABLE OF CONTENTS
(continued)
| Page | ||||||
| ARTICLE VIII AMENDMENTS |
54 | |||||
| Section 8.01. |
Without Consent of Holders | 54 | ||||
| Section 8.02. |
With Consent of Holders | 55 | ||||
| Section 8.03. |
Revocation and Effect of Consents and Waivers | 56 | ||||
| Section 8.04. |
Notation on or Exchange of Notes | 57 | ||||
| Section 8.05. |
Trustee to Sign Amendments | 57 | ||||
| Section 8.06. |
[Reserved]. | 57 | ||||
| ARTICLE IX MISCELLANEOUS |
57 | |||||
| Section 9.01. |
Notices | 57 | ||||
| Section 9.02. |
Communication by Holders with Other Holders | 59 | ||||
| Section 9.03. |
Certificate and Opinion as to Conditions Precedent | 59 | ||||
| Section 9.04. |
Statements Required in Certificate or Opinion | 59 | ||||
| Section 9.05. |
Rules by Trustee, Paying Agent, Transfer Agent and Registrar | 60 | ||||
| Section 9.06. |
Legal Holidays | 60 | ||||
| Section 9.07. |
Governing Law, etc. | 60 | ||||
| Section 9.08. |
No Recourse Against Others | 61 | ||||
| Section 9.09. |
Successors | 61 | ||||
| Section 9.10. |
Duplicate and Counterpart | 61 | ||||
| Section 9.11. |
Severability | 62 | ||||
| Section 9.12. |
Table of Contents; Headings | 62 | ||||
| Section 9.13. |
Currency Indemnity | 62 | ||||
| Section 9.14. |
U.S.A. Patriot Act | 62 | ||||
| Section 9.15. |
FATCA | 63 | ||||
| EXHIBIT A |
FORM OF NOTE |
|
| EXHIBIT B |
FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO REGULATION S |
|
| EXHIBIT C |
FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO RULE 144 |
|
| EXHIBIT D |
FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO RULE 144A |
iii
INDENTURE, dated as of June 10, 2025, between Cemex, S.A.B. de C.V., a publicly traded variable stock corporation (sociedad anónima bursátil de capital variable) (the “Company”), organized under the laws of the United Mexican States (“Mexico”) and The Bank of New York Mellon, as trustee (the “Trustee”).
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s Subordinated Notes issued hereunder (the “Notes”):
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Definitions.
“5.125% Subordinated Notes” means the $1,000,000,000 aggregate principal amount of 5.125% Subordinated Notes of the Company issued pursuant to the indenture, dated as of June 8, 2021, between the Company and The Bank of New York Mellon, as trustee.
“Accounting Event” means that a recognized accounting firm, acting upon the Company’s instructions, has delivered a letter, opinion or report to the Company, stating that, as a result of a change after the Issue Date (a “Change”) in the accounting rules, methodology (or the application thereof) or official interpretations of the IASB or similar governing body effective in Mexico, the Notes, in whole or in part, may not or may no longer, from the implementation of the relevant new IFRS or any other accounting standards that may replace IFRS for the purposes of the Company’s consolidated financial statements, be recorded as “equity” pursuant to IFRS as in effect in Mexico or any other accounting standards that may replace IFRS for the purposes of the Company’s consolidated financial statements; provided that, the Company may give a notice of redemption of the Notes as a result of the occurrence of an Accounting Event at any time from and including the earlier of (x) the date such Change is officially announced or (y) the date such Change is officially adopted, which may be before such Change has come into effect.
“Additional Amounts” has the meaning assigned to it in Section 4.04(b).
“Additional Note Board Resolutions” means resolutions duly adopted by the Board of Directors of the Company and delivered to the Trustee in an Officer’s Certificate providing for the issuance of Additional Notes.
“Additional Note Certificate” has the meaning assigned to it in Section 2.13(b).
“Additional Notes” means the Company’s Subordinated Notes originally issued after the Issue Date pursuant to Section 2.13, including any replacement Notes as specified in the relevant Additional Note Board Resolutions or Additional Note Supplemental Indenture issued therefor in accordance with this Indenture.
“Additional Note Supplemental Indenture” means a supplement to this Indenture duly executed and delivered by the Company and the Trustee pursuant to Article VIII providing for the issuance of Additional Notes.
“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.
“Agents” means any Paying Agent, Transfer Agent, Authenticating Agent, Registrar, co-Registrar or other agent appointed pursuant to this Indenture.
“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in a Global Note, the rules and procedures of DTC, Euroclear and Clearstream, as the case may be, that apply to such transfer or exchange, including the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” of Euroclear and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream.
“Arrears of Interest” has the meaning assigned to it in Section 2.16(b).
“Authentication Order” has the meaning assigned to it in Section 2.02(c).
“Authenticating Agent” has the meaning assigned to it in Section 2.02(b).
“Authorized Agent” has the meaning assigned to it in Section 9.07(c).
“Authorized Officers” has the meaning assigned to it in Section 9.01(d).
“Board of Directors” means, as to any Person, the board of directors, management committee or similar governing body of such Person or any duly authorized committee thereof.
“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Mexico City are authorized or required by law, regulation or other governmental action to remain closed.
“Capital Stock” means (i) each class of the Company’s Common Stock and Preferred Stock, and (ii) any warrants, rights or options to purchase any of the Company’s Common Stock and Preferred Stock, but excluding any Convertible Indebtedness.
2
“Certificated Note” means any Note issued in fully-registered certificated form (other than a Global Note), which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.07 and Exhibit A.
“Change of Control” means the beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Commission) of twenty percent (20%) or more in voting power of the outstanding Voting Stock of the Company is acquired by any Person. Notwithstanding the foregoing, a transaction will not be deemed to constitute a Change of Control if (1) the Company becomes a direct or indirect Wholly-Owned Subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying the requirements of this sentence) has beneficial ownership of twenty percent (20%) or more in voting power of the Voting Stock of such holding company.
“Change of Control Event” means the occurrence of both a Change of Control and a Rating Downgrade Event.
“Clearstream” means Clearstream Banking, société anonyme, or the successor to its securities clearance and settlement operations.
“Code” has the meaning assigned to it in Section 4.04(b).
“Commission” means the U.S. Securities and Exchange Commission.
“Common Stock” means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of the Company’s common equity interests, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common equity interests. For the avoidance of doubt, “Common Stock” will be deemed to include the Company’s ordinary participation certificates (certificados de participación ordinaria) and American depositary shares.
“Company” means the party named as such in this Indenture until a successor replaces it pursuant to the applicable provisions hereof and, thereafter, means the successor thereof.
A “Compulsory Arrears of Interest Settlement Event” shall have occurred if:
| (1) | a cash dividend, other cash distribution or payment in cash of any nature is validly declared, paid or made in respect of any Capital Stock or Parity Securities (other than the Notes); or |
| (2) | the Company, or any of its Subsidiaries, have repurchased (including repurchases in the open market), redeemed or otherwise acquired any Capital Stock or Parity Securities (other than the Notes); |
3
except, in each case, (x) where the Company, or any of its Subsidiaries is, obligated under the terms of such securities to make such declaration, distribution, payment, redemption, repurchase or acquisition, (y) upon any purchase of Capital Stock undertaken in connection with any existing or future buy-back program, share option, employee stock option plan or other employee participation plan or free share allocation program reserved for directors, officers and/or employees of the Company, its Subsidiaries, its Affiliates and its and their respective investees or any associated hedging transaction or the hedging of any Convertible Indebtedness, or (z) in respect of the redemption, repurchase or acquisition of Parity Securities (other than the Notes), where such redemption, repurchase or acquisition is effected as a cash tender offer or exchange offer at a purchase price per security which is below its par value.
“Convertible Indebtedness” means any financial obligations the terms of which provide for conversion into, or exchange for, the Company’s Common Stock, cash in lieu thereof and/or a combination of the Company’s Common Stock and cash in lieu thereof.
“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 240 Greenwich Street, Floor 7 East, New York, New York 10286, Attention: International Corporate Trust, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company.
“Defaulted Interest” has the meaning assigned to it in paragraph 1 of the Form of Reverse Side of Note contained in Exhibit A.
“Deferred Interest” means interest payments payable upon the Notes deferred at the option of the Company pursuant to the provisions set forth in Section 2.16.
“Distribution Compliance Period” means, in respect of any Regulation S Global Note, the 40 consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than “distributors” (as defined in Regulation S under the Securities Act) pursuant to Regulation S and (b) the issue date for such Notes.
“DTC” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depositary institution hereinafter appointed by the Company that is a clearing agency registered under the Exchange Act.
“DTC Participants” has the meaning assigned to it in Section 2.06(b).
“Euroclear” means Euroclear Bank SA/NV, as operator of the Euroclear System, or its successor in such capacity.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.
“FATCA” has the meaning assigned to it in Section 4.04(b).
“Federal Reserve” means the Board of Governors of the United States Federal Reserve System.
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“First Call Date” means June 10, 2030, the date that is three months prior to First Reset Date.
“First Reset Date” means September 10, 2030.
“First Step-up Date” means September 10, 2030.
“Fitch” means Fitch Ratings, Ltd. or any successor to the rating agency business thereof.
“Global Note” means any Note issued in fully-registered certificated form to DTC (or its nominee), as depositary for the beneficial owners thereof, which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.07 and Exhibit A.
“Holder” means the Person in whose name a Note is registered in the Note Register, and not those who own beneficial interests in Notes issued in book-entry form through DTC or in Notes registered in street name.
“H.15” means the daily statistical release designated as such, or any successor publication, published by the Federal Reserve and “most recent H.15” means the H.15 published closest in time but prior to the close of business on the applicable Reset Interest Determination Date. H.15 may be currently obtained at the following website: https://www.federalreserve.gov/releases/h15.
“IFRS” means the standards and interpretations issued by the IASB which includes the (i) International Financial Reporting Standards, (ii) International Accounting Standards, (iii) the interpretations of the International Financial Reporting Interpretations Committee, and (iv) the interpretations of the former Committee of Interpretation.
“IASB” means the International Accounting Standards Board.
“Indenture” means this Indenture as amended or supplemented from time to time.
“Initial Margin” means the stated initial margin of interest rate on the Notes as specified in the Form of Reverse Side of Note contained in Exhibit A.
“Instructions” has the meaning assigned to it in Section 9.01(d).
“Interest Payment Date” means the stated due date of an installment of interest on the Notes as specified in the Form of Face of Note contained in Exhibit A.
“Issue Date” means June 10, 2025.
“Issue Date Notes” means the $1,000,000,000 aggregate principal amount of Notes originally issued on the Issue Date, and any replacement Notes issued therefor in accordance with this Indenture.
A “Liquidation Event” shall have occurred if the Company is liquidated for any reason other than pursuant to a consolidation, amalgamation or merger or other reorganization.
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“Make-Whole Amount” has the meaning assigned to it in Section 3.01(a).
“Mandatory Payment Date” means the earlier of:
| (a) | as soon as reasonably practical, but in no event later than the tenth Business Day following the occurrence of a Compulsory Arrears of Interest Settlement Event; |
| (b) | the date on which the Notes are redeemed in whole or repaid in full in accordance with the terms of this Indenture; |
| (c) | an Interest Payment Date in respect of which the Company has not elected to defer payment of the relevant scheduled interest payment with respect to the Notes; or |
| (d) | the date on which a Liquidation Event occurs. |
“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.
“Notes” has the meaning assigned to it in the second introductory paragraph of this Indenture.
“Note Custodian” means the custodian with respect to any Global Note appointed by DTC, or any successor Person thereto, and shall initially be the Trustee.
“Note Register” has the meaning assigned to it in Section 2.03(a).
“Officer” means, when used in connection with any action to be taken by the Company, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Controller, the Secretary or an attorney-in-fact of the Company, as the case may be.
“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person, who must be the principal executive officer, the principal financial officer, the treasurer, the Vice President – Corporate Finance, the principal accounting officer or an attorney-in-fact of such Person, that meets the requirements set forth in this Indenture.
“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company, and who shall be reasonably acceptable to the Trustee.
“Optional Redemption” has the meaning assigned to it in Section 3.01(b).
“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:
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(a) Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (b) Notes, or portions thereof, for the payment, redemption or purchase of which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or an Affiliate of the Company) in trust or set aside and segregated in trust by the Company or an Affiliate of the Company (if the Company or such Affiliate of the Company is acting as Paying Agent) for the Holders of such Notes; provided that, if Notes (or portions thereof) are to be redeemed or purchased, notice of such redemption or purchase has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and
(c) Notes which have been replaced or surrendered pursuant to Section 2.08 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a protected purchaser in whose hands such Notes are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding and shall not be eligible to vote, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon such Notes or any Affiliate of the Company or of such other obligor.
“Parity Securities” means, at any time, the Notes, the 5.125% Subordinated Notes and any other securities which rank pari passu with the Notes. The term Parity Securities shall apply mutatis mutandis to any instruments issued by any of the Company’s Subsidiaries, where relevant, provided that each such instrument shall qualify as Parity Securities only to the extent such instrument is guaranteed by the Company or the Company otherwise assumes liability for it, and the obligations of the Company under the relevant guarantee or other assumption of liability rank pari passu with the Company’s obligations under Parity Securities.
“Paying Agent” has the meaning assigned to it in Section 2.03(a).
“Person” means an individual, partnership, limited partnership, corporation, company, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.
“Preferred Stock” means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of corporate stock that have preferential rights over any other Capital Stock with respect to dividends, distributions or mandatory redemptions or upon liquidation.
“Private Placement Legend” has the meaning assigned to it in Section 2.07(b).
“QIB” means any “qualified institutional buyer” (as defined in Rule 144A).
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“Qualifying Equivalent Securities” means securities that have terms not materially less favorable to Holders, as reasonably determined by the Company in consultation with an independent investment bank, independent financial advisor or legal counsel of international standing on the subject, and which:
(a) contain terms providing for the same interest rate and interest payment dates applying to the Notes;
(b) rank senior to or have the same ranking as the Notes;
(c) contain new terms providing for deferral of payments of interest only if such terms are not materially less favorable to Holders than the deferral provisions contained in the Notes;
(d) preserve all obligations (including the obligations arising from the exercise of any right) as to principal and as to repayment of the Notes, including (without limitation) as to timing of, and amounts payable upon, such repayment;
(e) do not contain terms providing for loss absorption through principal write-down or conversion to ordinary shares;
(f) preserve any rights to any accrued and unpaid interest, and any existing rights to other amounts payable under the Notes, which have accrued to Holders and not been paid; and
(g) may include a feature which contains a term for the mandatory repayment of such equivalent securities on a specified date which shall not be earlier than the next following date on which the Notes may otherwise be redeemed (and the inclusion of such feature shall be deemed not to be materially less favorable to Holders as compared with the terms of the Notes).
“Rating Agencies” means S&P and Fitch.
“Rating Downgrade Event” means that the rating of the Notes by both Rating Agencies, or if the Notes are rated by a single Rating Agency, the rating of the Notes by such Rating Agency, is decreased by one or more gradations (including gradations within rating categories as well as between rating categories) at any time within ninety (90) days after the earlier of the date of public notice of the occurrence of a Change of Control or of the Company’s intention to effect a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Rating Downgrade Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating Downgrade Event for purposes of the definition of Change of Control Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Rating Downgrade Event); provided further that a Rating Downgrade Event shall be deemed to have occurred to the extent that the Notes are not rated by any Rating Agency.
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“Rating Methodology Event” means that the Company certifies in a notice to the Trustee that, due to an amendment, clarification or change in the assessment criteria of any Rating Agency under its hybrid capital methodology or in the interpretation thereof, in each case occurring or becoming effective after the Issue Date (or, if “equity credit” is not assigned to the Notes by the relevant Rating Agency on the Issue Date, the date on which “equity credit” is assigned by such Rating Agency for the first time):
| (i) | all or any of the Notes are being assigned a level of “equity credit” that is lower than the level or equivalent level of “equity credit” assigned to the Notes by such Rating Agency on the Issue Date or, if “equity credit” is not assigned to the Notes by the relevant Rating Agency on the Issue Date, at the date on which “equity credit” is assigned by such Rating Agency for the first time; |
| (ii) | if the Notes have been partially re-financed since the Issue Date and are no longer eligible for “equity credit” in part or in full as a result, paragraph (i) above would have applied had the Notes not been re-financed; or |
| (iii) | the length of time the Notes are assigned a particular level of “equity credit” by that Rating Agency would be shortened compared to the length of time they would have been assigned that level of “equity credit” by that Rating Agency on the initial issuance of the Notes. |
“Record Date” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A.
“Redemption Price” means:
| (i) | in the case of a Rating Methodology Event, a Tax Deductibility Event or an Accounting Event, either: |
| (1) | a redemption price equal to 101% of the principal amount of the Notes to be redeemed, if the date fixed for redemption falls prior to the First Call Date; |
| (2) | a redemption price equal to 100% of the principal amount of the Notes to be redeemed, if the date fixed for redemption falls on or after the First Call Date; |
| (ii) | in the case of a Withholding Tax Event, a Substantial Repurchase Event or a Change of Control Event, a redemption price equal to 100% of the principal amount of the Notes to be redeemed; |
in each case, plus accrued and unpaid interest (including any Deferred Interest and Arrears of Interest) and any Additional Amounts due up to (but not including) the Redemption Date of the Notes, and Additional Amounts, if any, with respect to such payment.
“Redemption Date” means, with respect to any redemption of Notes, the date fixed for such redemption pursuant to this Indenture and such Notes.
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“Reference Rate” means, for any Reset Interest Determination Date, as applicable, (a) an interest rate (expressed as a decimal) determined to be the per annum rate equal to the weekly average yield to maturity for U.S. Treasury securities with a maturity of five years from the next Reset Date and trading in the public securities markets or (b) if there is no such published U.S. Treasury security with a maturity of five years from the next Reset Date and trading in the public securities markets, then the rate will be determined by interpolation between the most recent weekly average yield to maturity for two series of U.S. Treasury securities trading in the public securities market, (i) one maturing as close as possible to, but earlier than, the Reset Date following the next succeeding Reset Interest Determination Date, and (ii) the other maturity as close as possible to, but later than the Reset Date following the next succeeding Reset Interest Determination Date, in each case as published in the most recent statistical release designated H.15 or any successor publication which is published by the Federal Reserve as of 5:00 p.m. (Eastern Time) on the applicable Reset Interest Determination Date. If the Reference Rate cannot be determined pursuant to the methods described in clauses (a) or (b) above, then the Reference Rate will be the same interest rate determined for the prior Reset Interest Determination Date or, in the case of the Reset Period commencing on the First Reset Date, the rate equal to 3.934% per annum.
“Registrar” has the meaning assigned to it in Section 2.03(a).
“Regulation S” means Regulation S under the Securities Act (or any successor rule), as amended.
“Regulation S Global Note” has the meaning assigned to it in Section 2.01(e).
“Resale Restriction Termination Date” means, for any Restricted Note (or beneficial interest therein), one year from the Issue Date or, if any Additional Notes that are Restricted Notes have been issued before the Resale Registration Termination Date for any Restricted Notes, from the latest such original issue date of such Additional Notes.
“Reset Date” means the First Reset Date and each date falling on the five-year anniversary of a Reset Date.
“Reset Interest Determination Date” means, in respect of any Reset Period, the day falling two Business Days prior to the beginning of the relevant Reset Period.
“Reset Period” means the period from (and including) the First Reset Date to (but excluding) the next succeeding Reset Date and subsequently each period from (and including) a Reset Date to (but excluding) the next succeeding Reset Date.
“Restricted Note” means any Issue Date Note (or beneficial interest therein) or any Additional Note (or beneficial interest therein) not originally issued and sold pursuant to an effective registration statement under the Securities Act, until such time as:
(a) the Resale Restriction Termination Date therefor has passed;
(b) such Note is a Regulation S Global Note and the Distribution Compliance Period therefor has terminated; or (c) the Private Placement Legend therefor has otherwise been removed pursuant to Section 2.08(d) or, in the case of a beneficial interest in a Global Note, such beneficial interest has been exchanged for an interest in a Global Note not bearing a Private Placement Legend.
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“Rule 144” means Rule 144 under the Securities Act (or any successor rule), as amended.
“Rule 144A” means Rule 144A under the Securities Act (or any successor rule), as amended.
“Rule 144A Global Note” has the meaning assigned to it in Section 2.01(d).
“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor to its rating agency business thereof.
“Second Step-up Date” means September 10, 2050.
“Securities Act” means the U.S. Securities Act of 1933, as amended, or any successor statute or statutes thereto.
“Senior Indebtedness” means all of the Company’s financial obligations other than financial obligations in respect of Capital Stock and Parity Securities.
“Special Record Date” has the meaning assigned to it in Section 2.12(a).
“Subsidiary” means with respect to any Person, any corporation, partnership, joint venture, limited liability company, trust, estate or other entity of which (or in which) more than fifty percent (50%) of (a) in the case of a corporation, the issued and outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time Capital Stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency that has not occurred and is not in the control of such Person), (b) in the case of a limited liability company, partnership or joint venture, the voting or other power to control the actions of such limited liability company, partnership or joint venture or (c) in the case of a trust or estate, the voting or other power to control the actions of such trust or estate, is at the time directly or indirectly owned or controlled by (x) such Person, (y) such Person and one or more of its other Subsidiaries or (z) one or more of such Person’s other Subsidiaries. Unless the context otherwise requires, all references herein to “Subsidiaries” shall refer to the Company’s Subsidiaries.
A “Substantial Repurchase Event” shall have been deemed to have occurred if, prior to the giving of the relevant notice of redemption, at least 75% of the initial aggregate principal amount of the Notes has been purchased by the Company or on behalf of the Company.
“Substitution or Variation Event” has the meaning assigned to it in Section 3.11(a).
“Tax Law Change” means any amendment to, or change in, the laws (or any rules or regulations thereunder) of Mexico or any political subdivision thereof affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date.
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A “Tax Deductibility Event” shall be deemed to have occurred with respect to the Notes if, as a result of a Tax Law Change (even if such change is not yet effective), payments of interest by the Company in respect of the Notes are no longer, or within ninety (90) calendar days of the date of any opinion provided pursuant to Section 3.06 of this Indenture will no longer be, deductible in whole or in part for corporate income tax purposes in Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, and the Company cannot avoid the foregoing by taking reasonable measures available to the Company.
“Taxes” has the meaning assigned to it in Section 4.04(a).
“Taxing Jurisdiction” has the meaning assigned to it in Section 4.04(a).
“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that, in the event the TIA is amended after such date, “TIA” means, to the extent required by any such amendments, the Trust Indenture Act of 1939 as so amended.
“Transfer Agent” has the meaning assigned to it in Section 2.03(a).
“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third U.S. Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent H.15 under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the First Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the First Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.
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If on the third U.S. Business Day preceding the Redemption Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second U.S. Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the First Call Date, as applicable. If there is no United States Treasury security maturing on the First Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the First Call Date, one with a maturity date preceding the First Call Date and one with a maturity date following the First Call Date, the Company shall select the United States Treasury security with a maturity date preceding the First Call Date. If there are two or more United States Treasury securities maturing on the First Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor thereof.
“Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, having direct responsibility for the administration of this Indenture, or any other officer of the Trustee to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject.
“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.
“USA PATRIOT Act” has the meaning assigned to it in Section 9.14.
“U.S. Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law, regulation or other governmental action to remain closed.
“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of, or guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the Company’s option.
“U.S. Legal Tender” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.
“Voting Stock” with respect to any Person, means any and all shares, interests, participations or other equivalents (however designated) of corporate stock of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors (or equivalent governing body) of such Person.
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A “Withholding Tax Event” shall be deemed to have occurred with respect to the Notes if, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction (or any political subdivision thereof) affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the later of (x) the Issue Date and, in the case of a merger, consolidation or other transaction permitted and described under Section 4.02, the date of such transaction, we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 4.9% with respect to such Notes.
“Wholly-Owned Subsidiary” means, for any Person, any Subsidiary of which at least 99.5% of the outstanding Capital Stock (other than, in the case of a Subsidiary not organized in the United States, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) is owned by such Person or any other Person that satisfies this definition in respect of such Person.
Section 1.02. Rules of Construction. Unless the context otherwise requires:
| (1) | a term has the meaning assigned to it; |
| (2) | an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS; |
| (3) | “or” is not exclusive; |
| (4) | “including” means including without limitation; |
| (5) | words in the singular include the plural and words in the plural include the singular; |
| (6) | references to the payment of principal on the Notes shall include applicable premium, if any; and |
| (7) | the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the Company dated such date prepared in accordance with IFRS. |
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ARTICLE II
THE NOTES
Section 2.01. Form and Dating.
(a) The Issue Date Notes are being originally offered and sold by the Company pursuant to a Purchase Agreement, dated as of June 4, 2025, among the Company, and BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the initial purchasers named therein. The Notes will be issued in fully-registered certificated form without interest coupons, and only in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. Each such Global Note shall constitute a single Note for all purposes under this Indenture. Certificated Notes, if issued pursuant to the terms hereof, will be issued in fully registered certificated form without coupons. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A.
(b) The terms and provisions of the Notes, the form of which is in Exhibit A, shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. Except as otherwise expressly permitted in this Indenture, all Notes (including any Additional Notes) shall be identical in all respects. Notwithstanding any differences among them, all Notes issued under this Indenture shall vote and consent together on all matters as one class and are otherwise treated as a single issue of securities, except as otherwise provided in this Indenture.
(c) The Notes may have notations, legends or endorsements reasonably acceptable to the Company as specified in Section 2.07 or as otherwise required by law, stock exchange rule or DTC, Euroclear or Clearstream rule or usage. The Company shall approve any changes to the form of the Notes attached to this Indenture and any additional notation, legend or endorsement required to be inserted on them. Each Note shall be dated the date of its authentication.
(d) Notes originally offered and sold to QIBs in reliance on Rule 144A will be issued in the form of one or more permanent Global Notes (each, a “Rule 144A Global Note”).
(e) Each Rule 144A Global Note shall be deposited on behalf of the purchasers of the Notes represented thereby with the Note Custodian and registered in the name of DTC or its nominee, for credit to the accounts maintained at DTC. In no event shall any Person hold an interest in a Rule 144A Global Note other than in or through accounts maintained at DTC.
(f) Notes originally offered and sold to persons outside the United States in reliance on Regulation S will be issued in the form of one or more permanent Global Notes (each, a “Regulation S Global Note”).
(g) Each Regulation S Global Note shall be deposited on behalf of the purchasers of the Notes represented thereby with the Note Custodian and registered in the name of DTC or its nominee, for credit to the accounts maintained at DTC by or on behalf of Euroclear or Clearstream. In no event shall any Person hold an interest in a Regulation S Global Note other than in or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream.
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Section 2.02. Execution and Authentication.
(a) Any Officer of the Company may sign the Notes for the Company by manual, facsimile or electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.
(b) A Note shall not be valid until electronically or manually authenticated by an authorized signatory of the Trustee or an agent appointed by the Trustee (and reasonably acceptable to the Company) for such purpose (an “Authenticating Agent”). The electronic or manual signature of an authorized signatory of the Trustee or an Authenticating Agent on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. Unless limited by the terms of its appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating Agent.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes upon a written order of the Company signed by an Officer of the Company (the “Authentication Order”). An Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.
(d) In case a Successor Issuer has executed an indenture supplemental hereto with the Trustee pursuant to Section 4.02, any of the Notes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Issuer be exchanged for other Notes executed in the name of the Successor Issuer with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Authentication Order of the Successor Issuer, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Successor Issuer pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such Successor Issuer, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.
Section 2.03. Registrar, Paying Agent and Transfer Agent.
(a) The Company shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payments (the “Paying Agent”) and for the service of notices and demands to or upon the Company in respect of the Notes and this Indenture. The Company may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.
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(b) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, co-Registrar or Transfer Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.07. The Company or any Affiliate of the Company may act as Transfer Agent, Paying Agent, Registrar, co-Registrar or Transfer Agent.
(c) The Company initially designates the Corporate Trust Office of the Trustee as such office or agency of the Company as required by Section 2.03(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent and agent for service of demands and notices in connection with the Notes and this Indenture, until such time as another Person is appointed as such.
(d) The Company may change the Paying Agent, Transfer Agent and the Registrar without notice to Holders.
Section 2.04. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee in writing if the Company fails to make any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.04, the Paying Agent (if other than the Company or any Affiliate of the Company) shall have no further liability for the money delivered to the Trustee. Upon a Liquidation Event, if the Company or such Affiliate is then acting as Paying Agent, the Trustee shall replace the Company or such Affiliate as Paying Agent. With respect to Certificated Notes, such Notes shall be surrendered to the Paying Agent by the Holders thereof in order for such Holders to receive principal payment thereon.
Section 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. At any time that the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holder.
Section 2.06. Global Note Provisions.
(a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian, and (iii) bear the appropriate legend, as set forth in Section 2.07 and Exhibit A. Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the Schedule of Increases and Decreases in Global Note attached to such Global Note (the form of which is attached hereto) and on the records of the Note Custodian, as provided in this Indenture.
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(b) Ownership of beneficial interests in each Global Note will be limited to members of, or participants in, DTC (“DTC Participants”) or persons who hold interests through DTC participants (including Euroclear and Clearstream). Under procedures established by DTC:
| (1) | upon deposit of each Global Note with DTC’s custodian, DTC will credit portions of the principal amount of the Global Note to the accounts of the DTC Participants designated by the Holders; and |
| (2) | ownership of beneficial interests in each Global Note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to other owners of beneficial interests in the Global Note). |
(c) Except as provided in clause (iii) of Section 2.07(d), DTC Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian under such Global Note, and DTC may be treated by the Company, the Trustee, and the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its DTC Participants, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes.
(d) Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests.
| (1) | Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such interests if (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be registered as a clearing agency under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (1) of this Section 2.7(d), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon an Authentication Order the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. |
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| (2) | If an event described in clause (1) of Section 2.07(d) occurs and Certificated Notes are not issued promptly to all beneficial owners, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 5.03 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued. |
(e) In connection with any proposed transfer outside of a book-entry system, there shall be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Section 2.07. Legends.
(a) Each Global Note shall bear the legend specified therefor in Exhibit A on the face thereof.
(b) Each Restricted Note shall bear the private placement legend specified therefor in Exhibit A on the face thereof (the “Private Placement Legend”).
Section 2.08. Transfer and Exchange.
(a) Transfers of Beneficial Interests in a Rule 144A Global Note. If the owner of a beneficial interest in a Rule 144A Global Note that is a Restricted Note wishes to transfer such interest (or portion thereof) pursuant to Rule 144 (if available) or to a Non-U.S. Person pursuant to Regulation S:
| (1) | upon receipt by the Registrar of: |
(A) instructions from a DTC Participant given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Regulation S Global Note in a principal amount equal to the principal amount of the beneficial interest to be transferred;
(B) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and
(C) a certificate in the form of Exhibit B or Exhibit C hereto, as applicable, duly executed by the transferor; (b) Transfers of Beneficial Interests in a Regulation S Global Note.
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| (2) | the Note Custodian shall increase the Regulation S Global Note and decrease the Rule 144A Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register. |
Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note. If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A:
| (1) | upon receipt by the Registrar of: |
(A) instructions from a DTC Participant given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal amount equal to the principal amount of the beneficial interest to be transferred,
(B) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and
(C) a certificate in the form of Exhibit C hereto, duly executed by the transferor;
| (2) | the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register. |
(c) Other Transfers. Any registration of transfer of Restricted Notes (including Certificated Notes) not described above (other than a transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a Certificated Note or a beneficial interest in another Global Note, which must be effected in accordance with applicable law and the Applicable Procedures, but is not subject to any procedure required by this Indenture) shall be made only upon receipt by the Registrar of such Opinions of Counsel, certificates and such other evidence reasonably required by and satisfactory to the Company in order to ensure compliance with the Securities Act or in accordance with paragraph (d) of this Section 2.08.
(d) Use and Removal of Private Placement Legends. Upon the registration of transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) not bearing (or not required to bear upon such transfer, exchange or replacement) a Private Placement Legend, the Note Custodian and Registrar shall exchange such Notes (or beneficial interests) for beneficial interests in a Global Note (or Certificated Notes if they have been issued pursuant to Section 2.06(d)) that does not bear a Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) bearing a Private Placement Legend, the Note Custodian and Registrar shall deliver only Notes (or beneficial interests in a Global Note) that bear a Private Placement Legend unless:
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| (1) | such Notes (or beneficial interests) are transferred pursuant to Rule 144 upon delivery to the Registrar of a certificate of the transferor in the form of Exhibit D and an Opinion of Counsel reasonably satisfactory to the Registrar; |
| (2) | such Notes (or beneficial interests) are transferred, replaced or exchanged after the Resale Restriction Termination Date therefor and, in the case of any such Restricted Notes, the Company has complied with the applicable procedures for delegending in accordance with Section 2.08(h); or |
| (3) | in connection with such registration of transfer, exchange or replacement the Registrar shall have received an Opinion of Counsel, certificates and such other evidence reasonably satisfactory to the Company and the Registrar to the effect that neither such Private Placement Legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. |
The Holder of a Global Note bearing a Private Placement Legend may exchange an interest therein for an equivalent interest in a Global Note not bearing a Private Placement Legend upon transfer of such interest pursuant to this Section 2.08(d).
(e) Consolidation of Global Notes. If a Global Note not bearing a Private Placement Legend is Outstanding at the time of a removal of legends pursuant to Section 2.08(h), any interests in a Global Note delegended pursuant to Section 2.08(h) shall be exchanged for interests in such Outstanding Global Note, subject to the proviso at the end of Section 2.13(a).
(f) Retention of Documents. The Registrar and the Trustee shall retain copies of all letters, notices and other written communications received pursuant to this Article II and in accordance with the Trustee’s, or if different, the Registrar’s, record retention procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar or the Trustee, as the case may be.
(g) General Provisions Relating to Transfers and Exchanges.
| (1) | Subject to the other provisions of this Section 2.08, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. |
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| (2) | To permit registrations of transfers and exchanges and subject to the other terms and conditions of this Article II, the Company will execute, and upon an Authentication Order, the Trustee will authenticate and make available for delivery, Certificated Notes and Global Notes at the Registrar’s or co-Registrar’s request. |
| (3) | No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company and the Trustee may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. |
| (4) | The Registrar or co-Registrar shall not be required to register the transfer of or exchange of (x) any Note for a period beginning 15 days before an Interest Payment Date and ending on such Interest Payment Date and (y) any Note selected for repurchase or redemption, except the unrepurchased or unredeemed portion thereof, if any. |
| (5) | Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any co-Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any co-Registrar or the Note Custodian shall be affected by notice to the contrary. |
| (6) | All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. |
| (7) | Subject to Section 2.06 and this Section 2.08 in connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, and the Company shall execute, and upon an Authentication Order, the Trustee shall authenticate and make available for delivery to the exchanging Holder, a new Certificated Note representing the principal amount not so exchanged. |
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(h) Applicable Procedures for Delegending.
| (1) | Promptly after one year has elapsed following (A) the Issue Date or (B) if the Company has issued Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Company where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Company may, at its sole option: |
(A) instruct the Trustee in writing to remove the Private Placement Legend from such Notes, and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders;
(B) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and
(C) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes.
| (2) | Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Company shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. |
| (3) | In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Company may, at its sole option: |
(A) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (B) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes.
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| (4) | Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.08(h) to “one year” and in the Private Placement Legend described in Section 2.08(b) and Exhibit A to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.08(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder |
(i) No Obligation of the Trustee or Agents.
| (1) | The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a Global Note, DTC Participants or any other Persons with respect to the accuracy of the records of DTC or its nominee or of DTC Participants, with respect to any ownership interest in the Notes or with respect to the delivery to any DTC Participant, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its DTC Participants and any beneficial owners. |
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| (2) | The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC Participants or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. |
Section 2.09. Mutilated, Destroyed, Lost or Stolen Notes.
(a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall execute, and upon an Authentication Order, the Trustee shall authenticate and make available for delivery, a replacement Note for such mutilated, lost or stolen Note, of like tenor and principal amount, bearing a number not contemporaneously Outstanding if:
| (1) | the requirements of Section 8-405 of the Uniform Commercial Code are met, |
| (2) | the Holder satisfies any other reasonable requirements of the Trustee, and |
| (3) | neither the Company nor the Trustee has received notice that such Note has been acquired by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code). |
If required by the Trustee or the Company, such Holder shall furnish an affidavit of loss and indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any co-Registrar and the Note Custodian from any loss that any of them may suffer if a Note is replaced.
(b) Upon the issuance of any new Note under this Section 2.09, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith.
(c) Every new Note issued pursuant to this Section 2.09 in exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Company and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.
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Section 2.10. Temporary Notes. Until definitive Notes are ready for delivery, the Company may execute, and upon an Authentication Order the Trustee will authenticate and make available for delivery, temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company will prepare and execute, and upon an Authentication Order the Trustee will authenticate and make available for delivery, definitive Notes. After the preparation of definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Company pursuant to Section 2.03 for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company will execute and upon an Authentication Order the Trustee will authenticate and make available for delivery in exchange therefor one or more definitive Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of definitive Notes.
Section 2.11. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar, the Paying Agent and the Transfer Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of canceled Notes in accordance with its policy of disposal or upon written request of the Company, return to the Company of all Notes surrendered for registration of transfer, exchange, payment or cancellation. The Company may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a registration of transfer or exchange upon an Authentication Order.
Section 2.12. Defaulted Interest. Subject to the Company’s right to defer interest payments on the Notes as set forth in Section 2.16, payment of which has not become mandatory under this Indenture, when any installment of interest payable under the Notes becomes Defaulted Interest, such installment shall forthwith cease to be payable to the Holders in whose names the Notes were registered on the Record Date applicable to such installment of interest. Defaulted Interest (including any interest on such Defaulted Interest) may be paid by the Company, at its election, as provided in Section 2.12(a) or (b).
(a) The Company may elect to make payment of any Defaulted Interest (including any interest payable on such Defaulted Interest) to the Holders in whose names the Notes are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited by the Company to be held in trust for the benefit of the Holders entitled to such Defaulted Interest as provided in this Section 2.12(a). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than fifteen (15) calendar days and not less than ten (10) calendar days prior to the date of the proposed payment and not less than ten (10) calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent, first-class mail, postage prepaid, to each Holder at such Holder’s address as it appears in the Note Register, not less than ten (10) calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Holders in whose names the Notes are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to Section 2.12(b).
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(b) The Company may make payment of any Defaulted Interest (including any interest on such Defaulted Interest) in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Section 2.12(b), such manner of payment shall be deemed practicable by the Trustee. The Trustee shall in the name and at the expense of the Company cause prompt notice of the proposed payment and the date thereof to be sent, first-class mail, postage prepaid, to each Holder at such Holder’s address as it appears in the Note Register.
Section 2.13. Additional Notes. The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture Additional Notes having terms and conditions set forth in Exhibit A identical to those of the other Outstanding Notes, except with respect to:
| (1) | the Issue Date; |
| (2) | the amount of interest payable on the first Interest Payment Date therefor; |
| (3) | the issue price; and |
| (4) | any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). |
The Issue Date Notes and any Additional Notes shall be treated as a single series for all purposes under this Indenture.
(b) With respect to any Additional Notes, the Company will set forth in an Officer’s Certificate of the Company (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information:
| (1) | the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; |
| (2) | the Issue Date and the issue price of such Additional Notes; and |
| (3) | whether such Additional Notes will be subject to transfer restrictions under the Securities Act (or other applicable securities laws). |
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Section 2.14. CUSIP and ISIN Numbers. The Company in issuing the Notes may use “CUSIP” and “ISIN” numbers, as applicable (if then generally in use), and, if so, the Trustee shall use for the Notes “CUSIP” and “ISIN” numbers in notices of redemption to the Holders as a convenience to such Holders; provided, however, that neither the Company nor the Trustee shall have any responsibility for any defect in the “CUSIP” or “ISIN” number that appears on any Note, check, advice of payment or redemption notice, and any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any changes in the “CUSIP” of “ISIN” numbers.
Section 2.15. Subordination. (a) Upon a Liquidation Event, (i) all Senior Indebtedness must be paid in full before the holders of Parity Securities (including the Notes) are entitled to receive or retain any payment in respect thereof, and (ii) the holders of Parity Securities (including the Notes) will be entitled to receive pari passu among themselves any payment in respect thereof. In any such event, the Notes and any other Parity Securities will be senior to all classes of the Company’s Capital Stock and no payments will be made to holders of any class of the Company’s Capital Stock before all amounts due, but unpaid, to all Holders have been paid by the Company.
(b) Each Holder (for itself and on behalf of the beneficial owners of the Notes), by purchasing the Notes, whether in connection with the initial offering of the Notes or a subsequent purchase at a later date, shall be deemed to agree with the Company, for the benefit of all of the Company’s present and future creditors, to the fullest extent permitted under applicable law, (i) to subordinate their rights to collect any amount of principal, premium, if any, and interest due or to become due in respect of the Notes as described in (a) above; (ii) that the Trustee shall be the only party entitled to receive and distribute amounts paid in respect of the Notes in a Liquidation Event and (iii) in the event that, in connection with such Liquidation Event, notwithstanding the subordination provisions set forth in clause (i) this Section 2.15(b), any amount is allocated for payment to the Holders prior to the payment of all of the Senior Indebtedness of the Company, any such amount received by the Trustee will be required to be distributed by the Trustee, on behalf of the Holders, to the creditors of any of the unsatisfied Senior Indebtedness of the Company as instructed in writing to the Trustee by such creditors of such unsatisfied Senior Indebtedness, subject to proof of claim satisfactory to the Trustee and if such proof is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
(c) To the fullest extent permitted under applicable law, if a payment or distribution is made to Holders that, pursuant to this Section 2.15, should not have been made to them, such Holders shall be required to hold such payment or distribution in trust for the holders of Senior Indebtedness of the Company to which such distribution should have been made and shall pay such distributions over to them as their interests may require.
(d) The Trustee shall have the exclusive right, to the fullest extent permitted under applicable law, to file in the proceedings for a Liquidation Event for the recognition of the claims of all Holders. Each Holder hereby irrevocably instructs the Trustee to file, on behalf of such Holder, a claim for recognition of the claims of all of the Notes in any such event.
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(e) Each Holder hereby irrevocably instructs the Trustee to abstain from voting during the course of the proceedings for a Liquidation Event in any matter submitted for approval by the general unsecured creditors of the Company in any such proceeding.
(f) Each Holder by purchasing the Notes, whether in connection with the initial offering of the Notes or a subsequent purchase at a later date, shall be deemed to waive any right of set-off, counterclaim or combination of accounts with respect to the Notes (or between obligations of the Company regarding the Notes and any liability owed by a Holder or the Trustee to the Company) that such Holder might otherwise have against the Company.
(g) Each Holder by purchasing the Notes authorizes and directs the Trustee on behalf of such Holder to take such action as may be necessary or appropriate to effectuate the subordination as between such Holder and holders of Senior Indebtedness as provided in this Section 2.15, and appoints the Trustee as its attorney-in-fact for all such purposes.
(h) The Trustee and each Paying Agent will not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and will not be liable to any such holders if the Trustee or any Paying Agent pays over or distributes to or on behalf of Holders or the Company or any other person money or assets to which any holders of Senior Indebtedness are then entitled by virtue of this Section 2.15.
(i) The Company will promptly notify the Trustee of any facts known to the Company that would cause a payment of any obligations with respect to the Notes to violate this Section 2.15.
(j) Notwithstanding the provisions of this Section 2.15 or any other provision of this Indenture, the Trustee will not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee or any Paying Agent, and the Trustee and any Paying Agent may continue to make payments on the Notes, unless a Trust Officer of the Trustee has received at its Corporate Trust Office at least three (3) Business Days prior to the date of such payment notice by the Company or a representative of facts that would cause the payment of any obligations with respect to the Notes to violate this Section 2.15, except for any acceleration of the Notes prior to making any such payment or distribution which is known by the Trustee prior to making any such payment or distribution.
(k) Notwithstanding anything to the contrary contained herein, the fees and expenses of the Trustee shall not be subordinated in any way.
Section 2.16. Deferral of Interest. (a) The Company, in its sole discretion, may defer payment of interest on the Notes that would otherwise be payable on any Interest Payment Date in whole, or in part. Interest may be so deferred by the Company giving notice of its decision to do so to the Trustee and Holders of such Notes pursuant to Section 9.01, not less than seven (7) and not more than fourteen (14) Business Days before the applicable Interest Payment Date. If the Company elects not to make any payment of interest on an Interest Payment Date, then the Company shall have no obligation to do so, and the failure of the Company to pay interest shall not be an event of default or any other breach of the obligations of the Company under the Notes or this Indenture.
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(b) (i) Any and all Deferred Interest shall bear interest as if it constituted principal of the Notes at a rate which corresponds to the interest rate applicable to the Notes (such further interest together with the Deferred Interest, being “Arrears of Interest”); and (ii) Arrears of Interest shall accrue from the deferred date, and Arrears of Interest shall be compounded on subsequent Interest Payment Dates, semi-annually, at the rate of interest applicable to the Notes.
(c) The Company may elect, in its sole discretion, to pay Deferred Interest at any time, together with any related Arrears of Interest in whole or in part, with respect to the Notes. If the Company elects to pay such interest, the Company shall give not less than seven (7) and not more than fourteen (14) Business Days’ notice thereof to the Trustee and the Holders pursuant to Section 9.01. On the payment date specified by the Company in any such notice, all outstanding Deferred Interest and related Arrears of Interest with respect to the Notes that the Company has elected to pay shall become due and payable. Such notice shall also specify the record date for determining the registered Holders to which such amounts shall be paid.
(d) The Company shall pay any Deferred Interest and all related Arrears of Interest in respect of the Notes, in whole but not in part, on the first occurring Mandatory Payment Date following the Interest Payment Date on which such Deferred Interest first arose. The Company shall give notice to the Holders and the Trustee of any Compulsory Arrears of Interest Settlement Event that occurs while Deferred Interest is outstanding no later than the tenth Business Day preceding the Mandatory Payment Date in relation to the same. Such previously Deferred Interest and related Arrears of Interest shall be paid: in relation to each of clauses (a), (d) and (e) in the definition of Mandatory Payment Date, to the registered Holders on the date on which such event shall have occurred; in relation to clause (b) in the definition of Mandatory Payment Date, to the Holders of the Notes being redeemed in whole or repaid; and in relation to clause (c) in definition of Mandatory Payment Date, to the Holders on the Record Date therefor in accordance with the terms of this Indenture.
ARTICLE III
OPTIONAL REDEMPTIONS
Section 3.01. Optional Redemption.
(a) Prior to the First Call Date, the Company shall have the right, at its option, to redeem any of the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes and (2) the sum of the present value of the redemption price of the Notes to be redeemed on the First Call Date plus each remaining scheduled payment of interest thereon during the period between the Redemption Date and the First Call Date (exclusive of interest accrued to, but not including, the date of redemption), in each case, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points (the “Make-Whole Amount”), plus, in each case, any accrued and unpaid interest on the principal amount of the Notes, if any, to, but not including, the date of redemption and any deferred interest and arrears of interest and any Additional Amounts thereon.
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(b) On (i) any day during the period commencing on (and including) the First Call Date and ending on (and including) the First Reset Date, and (ii) on any Interest Payment Date thereafter, the Company shall have the right to redeem all, but not less than all, of the Notes at the option of the Company (an “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus, in each case, any accrued and unpaid interest on the principal amount of the Notes, if any, to, but not including, the date of redemption and any deferred interest and arrears of interest and any Additional Amounts thereon upon giving not less than ten (10) and not more than sixty (60) calendar days’ irrevocable notice of redemption to the Trustee and the Holders as set forth under Section 9.01.
Section 3.02. Notice of Redemption.
(a) The Company shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 9.01, not less than ten (10) and not more than sixty (60) days prior to the Redemption Date to each Holder of Notes to be redeemed at its registered address. If the Company itself gives the notice, it shall also deliver a copy to the Trustee.
(b) If the Company elects to have the Trustee give notice of redemption, then the Company shall deliver to the Trustee, at least fifteen (15) days prior to the Redemption Date (unless the Trustee agrees to a shorter period), an Officer’s Certificate requesting that the Trustee give notice of redemption and setting forth the information required by paragraph (c) of this Section 3.02. If the Company elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the name of the Company and at the Company’s expense.
(c) All notices of redemption shall state:
| (1) | the Redemption Date, |
| (2) | the redemption price and the amount of any accrued interest payable as provided in Section 3.04, |
| (3) | in the case of a partial redemption, the portion of the principal amount of the Note to be redeemed; |
| (4) | that on the Redemption Date the redemption price and any accrued interest payable to the Redemption Date as provided in Section 3.04 will become due and payable in respect of each Note, or the portion of each Note, to be redeemed, and, unless the Company defaults in making the redemption payment, that interest on each Note, or the portion of each Note, to be redeemed, will cease to accrue on and after the Redemption Date, |
| (5) | the place or places where a Holder must surrender the Holder’s Notes for payment of the redemption price, and |
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| (6) | the CUSIP or ISIN number, if any, listed in the notice or printed on the Notes, and that no representation is made as to the accuracy or correctness of such CUSIP or ISIN number. |
(d) Any redemption and notice thereof pursuant to this Article III may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, in which case such notice will describe each such condition. If any such condition precedent has not been satisfied (or waived), the Company shall provide notice to the Trustee prior to the close of business two Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice, the notice of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or delayed as provided in such notice. Upon receipt, the Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption was given.
(e) Failure to give notice or any defect in the notice to any Holder shall not affect the validity of notice to any other Holder.
Section 3.03. Deposit of Redemption Price. On or prior to 10:00 a.m. New York City time one Business Day prior to the relevant Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate and hold in trust as provided in Section 2.04) an amount of money in immediately available funds sufficient to pay the redemption price of, and accrued interest on, all the Notes that the Company is redeeming on that date.
Section 3.04. Notes Payable on Redemption Date. If the Company, or the Trustee on behalf of the Company, gives notice of redemption in accordance with this Article III, the Notes, or the portions of the Notes called for redemption, shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to the Redemption Date), and from and after the Redemption Date (unless the Company shall default in the payment of the redemption price and accrued interest) such Notes or such portions of Notes shall cease to bear interest. Upon surrender of any Note for redemption in accordance with the notice, the Company shall pay such Notes at the redemption price, together with accrued interest, if any, to the Redemption Date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). If the Company shall fail to pay any Note called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.
Section 3.05. Optional Redemption for a Rating Methodology Event.
(a) If a Rating Methodology Event occurs with respect to the Notes, the Company may redeem all, but not less than all, of the Notes at any time at the applicable Redemption Price upon giving not less than ten (10) and not more than sixty (60) calendar days’ irrevocable notice of redemption to the Trustee and the Holders pursuant to Section 9.01.
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(b) Prior to giving such notice to the Holders following a Rating Methodology Event, the Company shall deliver to the Trustee in a form reasonably satisfactory to the Trustee an Officer’s Certificate stating that the Company is, or at the time of redemption will be, entitled to effect such redemption as a result of the Rating Methodology Event and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem the Notes in accordance with this Indenture have been satisfied, and the Trustee shall be entitled to accept and conclusively rely on the above Officer’s Certificate as sufficient evidence of the satisfaction of the conditions precedent set out above and the facts set out therein, in which event the same shall be conclusive and binding on Holders of such Notes.
Section 3.06. Optional Redemption for a Tax Deductibility Event.
(a) If a Tax Deductibility Event occurs with respect to the Notes, the Company may redeem all, but not less than all, of the Notes at any time at the applicable Redemption Price upon giving not less than ten (10) and not more than sixty (60) calendar days’ irrevocable notice of redemption to the Trustee and the Holders pursuant to Section 9.01.
(b) Prior to giving such notice to the Holders, the Company shall deliver to the Trustee in a form reasonably satisfactory to the Trustee:
| (1) | an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem the Notes in accordance with this Indenture have been satisfied; and |
| (2) | an opinion of an independent legal or tax adviser, appointed by the Company at the expense of the Company, of recognized standing in Mexico to the effect that payments of interest by the Company in respect of the Notes are no longer, or within ninety (90) calendar days of the date of that opinion shall no longer be, deductible in whole or in part for corporate income tax purposes in Mexico or any political subdivision or taxing authority thereof or therein affecting taxation as a result of a Tax Law Change (even if such change is not yet effective). |
(c) The Trustee shall be entitled to accept and conclusively rely on the above Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above and the facts set out therein in which event the same shall be conclusive and binding on the Holders.
Section 3.07. Optional Redemption for Changes in Withholding Taxes.
(a) If a Withholding Tax Event occurs with respect to the Notes, then, at the option of the Company, all, but not less than all, of the Notes may be redeemed at any time at the applicable Redemption Price upon giving not less than ten (10) and not more than sixty (60) calendar days’ irrevocable notice of redemption to the Trustee and the Holders pursuant to Section 9.01; provided, however, that (x) no notice of redemption for tax reasons may be given earlier than ninety (90) days prior to the earliest date on which the Company would be obligated to pay these Additional Amounts if a payment on the Notes were then due and (y) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.
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(b) Prior to the publication of any notice of redemption pursuant to Section 3.07(a) above, the Company shall deliver to the Trustee:
| (1) | an Officer’s Certificate stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption of the Company for taxation reasons have occurred; and |
| (2) | an opinion of an independent legal or tax adviser (which may be the Company’s outside legal counsel) of recognized standing in the affected Taxing Jurisdiction to the effect that the Company has or shall become obligated to pay Additional Amounts as a result of such change or amendment. |
(c) The Trustee shall be entitled to accept and conclusively rely on the above Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set out above and the facts set out therein in which event the same shall be conclusive and binding on the Holders.
Section 3.08. Optional Redemption upon a Substantial Repurchase Event.
(a) In the event that a Substantial Repurchase Event occurs, the Company may redeem all, but not less than all, of the Notes at any time at the applicable Redemption Price upon giving not less than ten (10) and not more than sixty (60) calendar days’ irrevocable notice of redemption to the Trustee and the Holders pursuant to Section 9.01.
(b) Prior to giving such notice to the Holders, the Company shall deliver to the Trustee in a form reasonably satisfactory to the Trustee an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem the Notes in accordance with this Indenture have been satisfied and the Trustee shall be entitled to accept and conclusively rely on the above Officer’s Certificate as sufficient evidence of the satisfaction of the conditions precedent set out above and the facts set out therein, in which event the same shall be conclusive and binding on Holders of such Notes.
Section 3.09. Optional Redemption for an Accounting Event.
(a) If an Accounting Event occurs, then the Company may redeem all, but not less than all, of the Notes at any time at the applicable Redemption Price upon giving not less than ten (10) and not more than sixty (60) calendar days’ irrevocable notice of redemption to the Trustee and the Holders pursuant to Section 9.01.
(b) Prior to giving such notice to the Holders following an Accounting Event, the Company shall deliver to the Trustee in a form reasonably satisfactory to the Trustee:
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| (1) | an Officer’s Certificate stating that the Company is or at the time of the redemption will be entitled to effect such a redemption pursuant to this Indenture and setting forth in reasonable detail the circumstances giving rise to such right of redemption; and |
| (2) | a copy of the letter, opinion or the report referred to in the definition of “Accounting Event” relating to the applicable Accounting Event. |
(c) The Trustee shall be entitled to accept and conclusively rely on the above Officer’s Certificate and a copy of such letter, opinion or report as sufficient evidence of the satisfaction of the conditions precedent set out above and the facts set out therein, in which event the same shall be conclusive and binding on the Holders.
Section 3.10. Optional Redemption upon a Change of Control that Results in a Ratings Downgrade Event.
(a) If a Change of Control Event occurs, then the Company may redeem all, but not less than all, of the Notes at any time at the applicable Redemption Price upon giving not less than ten (10) and not more than sixty (60) calendar days’ irrevocable notice of redemption to the Trustee and the Holders pursuant to Section 9.01.
(b) Prior to giving such notice to the Holders, the Company will deliver to the Trustee an Officer’s Certificate stating that the Company is entitled to effect such redemption pursuant to this Indenture and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem the Notes in accordance with this Indenture have been satisfied and the Trustee shall be entitled to accept and conclusively rely on such certificate as sufficient evidence of the satisfaction of the conditions precedent set out above and the facts set out therein, in which event the same shall be conclusive and binding on the Holders.
(c) If, upon the occurrence of any Change of Control Event, the Company does not redeem the Notes pursuant to the provisions of this Indenture, the Company will permanently accrue additional interest on the Notes at a rate of 5.0% per annum. Unless the Company has redeemed the Notes in connection with the occurrence of such event, the additional interest will become effective on the ninetieth (90th) day after the date on which a Change of Control Event occurred. Accrued additional interest will be payable on the same dates and in the same manner as interest is generally paid on the Notes.
Section 3.11. Substitution or Variation.
(a) If at any time the Company determines that a Rating Methodology Event, a Tax Deductibility Event, a Withholding Tax Event or an Accounting Event has occurred and is continuing (a “Substitution or Variation Event”), then the Company may, as an alternative to redemption of the Notes as described in this Article III, subject to Section 3.11(c) and subject to having given not less than ten (10) and not more than sixty (60) calendar days’ irrevocable notice of redemption to the Trustee and the Holders in accordance with Section 9.01, either (i) substitute all, but not less than all, of the Notes for Qualifying Equivalent Securities, or (ii) vary any term or condition of the Notes with the effect that they remain or become (as the case may be) Qualifying Equivalent Securities, and the Holders shall be bound by such substitution or variation.
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(b) Upon the date provided for in such notice, the Company shall either vary the terms of or, as the case may be, substitute the Notes in accordance with this Section 3.11.
(c) Prior to any substitution or variation of the Notes in accordance with the provisions set forth above, the Company will deliver to the Trustee an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee to the effect that:
| (1) | the relevant requirement or circumstance giving rise to the right to substitute or vary the Notes has been satisfied; |
| (2) | the Company has determined that the terms of the Qualifying Equivalent Securities are not materially less favorable to Holders than the terms of the Notes and that determination was reasonably reached by the Company in consultation with an independent investment bank, independent financial adviser or legal counsel of recognized standing; |
| (3) | the criteria specified in paragraphs (a) to (g) of the definition of Qualifying Equivalent Securities will be satisfied upon issuance thereof; and |
| (4) | the relevant substitution or variation (as the case may be) will not result in the occurrence of a Rating Methodology Event, a Tax Deductibility Event, a Withholding Tax Event or an Accounting Event. |
(d) The Trustee shall be entitled to accept and conclusively rely on the above Officer’s Certificate as sufficient evidence of the satisfaction of the conditions precedent set out above and the facts set out therein in which event the same shall be conclusive and binding on the Holders.
Section 3.12. Selection of Notes to Be Redeemed in Part.
(a) In the case of a partial redemption, selection of the Notes to be redeemed will be made In accordance with the applicable procedures of DTC, Euroclear or Clearstream, as applicable, or if no longer in DTC, by lot. In the event of a partial redemption by lot, the Trustee shall select the particular Notes to be redeemed not less than ten (10) nor more than sixty (60) days prior to the relevant Redemption Date from the then Outstanding Notes not previously called-for redemption. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount of the Notes to be redeemed. No Notes of $200,000 principal amount or less shall be redeemed in part. The Trustee may select for redemption in part Notes of a principal amount in excess of $200,000, which may be redeemed in part in integral multiples of $1,000 in excess thereof (provided that the unredeemed portion will be in a minimum denomination of at least $200,000).
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(b) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of that Note which has been or is to be redeemed.
Section 3.13. Unredeemed Portions of Partially Redeemed Note. Upon surrender of a Note that is to be redeemed in part, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder, at the expense of the Company, a new Note or Notes, of any authorized denomination as requested by the Holder, in an aggregate principal amount equal to, and in exchange for, the unredeemed portion of the principal of the Note surrendered.
Section 3.14. No Limitation. Notwithstanding the foregoing provisions of this Article III, the Company and its Subsidiaries are not prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase, private transaction or otherwise.
Section 3.15. No Scheduled Maturity. The Notes have no scheduled maturity date.
ARTICLE IV
COVENANTS
Section 4.01. Payment of Notes. Subject to the Company’s right to defer interest on the Notes as set forth in Section 2.16, the Company shall pay the principal of and interest (including Defaulted Interest) on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Prior to 10:00 a.m. (New York City time) on the Business Day prior to each Interest Payment Date and the Redemption Date (if any), the Company shall deposit with the Paying Agent in immediately available funds U.S. Dollars sufficient to make cash payments due on such Interest Payment Date or Redemption Date, as the case may be. If the Company or an Affiliate of the Company is acting as Paying Agent, the Company or such Affiliate shall, prior to 10:00 a.m. (New York City time) on each Interest Payment Date and the Redemption Date (if any), segregate and hold in trust U.S. Dollars sufficient to make cash payments due on such Interest Payment Date or Redemption Date, as the case may be. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent (other than the Company or an Affiliate of the Company) holds in accordance with this Indenture U.S. Legal Tender designated for and sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.
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Section 4.02. Merger, Consolidation or Sale of Assets.
(a) The Company shall not, in a single transaction or series of related transactions, consolidate or merge with or into any Person (whether or not the Company is the surviving or continuing Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s properties and assets (determined on a consolidated basis), to any Person unless:
| (1) | the Company shall be the surviving or continuing corporation, or |
| (2) | the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition all or substantially all of the properties and assets of the Company (determined on a consolidated basis) substantially as an entirety (the “Successor Issuer”): |
(A) shall be a Person organized and validly existing under the laws of Mexico, the United States of America, any State thereof or the District of Columbia, Canada, France, Belgium, Germany, Italy, Luxembourg, the Netherlands, Portugal, Spain, Switzerland or the United Kingdom, or any political subdivision thereof; and
(B) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, the Company’s obligations under the Notes and this Indenture and provide the Trustee with an Officer’s Certificate and Opinion of Counsel, each stating that such transaction is in compliance with this Section 4.02 and that all conditions precedent to such transaction provided for in this Indenture have been satisfied.
The Successor Issuer will succeed to, and be substituted for, the Company under this Indenture and the Notes, as applicable.
(b) If the conditions of paragraph (a) above are satisfied, the Company will not have to obtain the approval of the Holders of the majority Notes in order to merge or consolidate or to sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s properties and assets (determined on a consolidated basis). The Company will not need to satisfy these conditions if the Company enters into other types of transactions, including any transaction in which the Company acquires the stock or assets of another Person, any transaction that involves a Change of Control (but in which the Company does not merge or consolidate) and any transaction in which the Company sells, assigns, transfers, leases, conveys or otherwise disposes of less than all or substantially all of its properties and assets (determined on a consolidated basis).
Section 4.03. Reports to Holders.
(a) For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and so long as any Notes remain outstanding, the Company shall:
| (1) | provide the Trustee and the Holders with: |
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| (A) | annual reports on Form 20-F (or any successor form) containing the information required to be contained therein (or such successor form) within the time period required under the rules of the Commission for the filing of Form 20-F (or any successor form) by “foreign private issuers” (as defined in Rule 3b-4 of the Exchange Act (or any successor rule)); |
| (B) | reports on Form 6-K (or any successor form) including, whether or not required, unaudited quarterly financial statements (which shall include at least a balance sheet, income statement and cash flow statement) including a discussion of financial condition and results of operations of the Company in accordance with past practice, within 45 days after the end of each of the first three fiscal quarters of each fiscal year; |
| (C) | such other reports on Form 6-K (or any successor form) promptly from time to time after the occurrence of an event that would be required to be reported on a Form 6-K (or any successor form); and |
| (2) | file with the Commission, to the extent permitted, the information, documents and reports referred to in clause (1) within the periods specified for such filings under the Exchange Act (whether or not applicable to the Company). |
(b) For so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and so long as any Notes remain outstanding, the Company shall provide the Trustee and the Holders with English versions of:
| (1) | annual audited financial statements for such fiscal year (which will include a balance sheet, income statement and cash flow statement), including a discussion of the Company’s financial condition and results of operations in accordance with past practice, which need not, however, contain any reconciliation to IFRS or United States Generally Accepted Accounting Principles, as applicable, or otherwise comply with Regulation S-X (including, without limitation, Rule 3-10 thereunder) of the Commission, together with a report thereon by our independent auditors, within 120 days after the end of each fiscal year; |
| (2) | quarterly reports containing unaudited quarterly financial statements (which will include a balance sheet, income statement and cash flow statement) including a discussion of the Company’s financial condition and results of operations in accordance with past practice, which need not, however, contain any reconciliation to IFRS or United States Generally Accepted Accounting Principles, as applicable, or otherwise comply with Regulation S-X (including, without limitation, Rule 3-10 thereunder) of the Commission, within 60 days following the end of each of the first three fiscal quarters of each fiscal year; and |
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| (3) | such other reports containing substantially the same information required to be contained in a Form 6-K (or any successor form) promptly from time to time after the occurrence of an event that would be required to be reported therein (but excluding any exhibits that would have been required by Form 6-K). |
(c) The Company shall be deemed to have furnished such information referred to under Section 4.03(b) to the Trustee and the Holders by posting or making available such information on the Company’s website or on a site accessible through the Company’s website maintained by the Company or a third party (which may be password protected).
(d) In addition, at any time when the Company is not subject to or is not current in its reporting obligations under clause (2) of Section 4.03(a), the Company shall make available, upon request, to any Holder and any prospective purchaser of Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
(e) Notwithstanding anything in this Indenture to the contrary, the Company shall not be deemed to have failed to comply with any of its obligations in this Section 4.03 until seventy-five (75) days after the date any item under this Section 4.03 is due.
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Section 4.04. Payment of Additional Amounts.
(a) All payments made by the Company under, or with respect to, the Notes shall be made free and clear of, and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of any taxing authority in or of the United States, Mexico, any jurisdiction in which the Company is, or any successor of the Company is, organized (wherein any successor assumes the obligations of the Notes and this Indenture following a consolidation or merger or a transfer, conveyance, sale, lease or disposition of all or substantially all of the Company’s assets and properties), or any other jurisdiction through which payments on the Notes are made (a “Taxing Jurisdiction”), unless the Company is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof.
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(b) If the Company is so required to withhold or deduct any amount for, or on account of, such Taxes from any payment made under or with respect to the Notes, the Company shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction shall not be less than the amount such Holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:
| (1) | any Taxes imposed solely because at any time there is or was a connection between the Holder or beneficial owner of the Notes, as the case may be, and a Taxing Jurisdiction, including such Holder or beneficial owner being or having been a citizen or resident of such Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business or having had a permanent establishment therein (other than the mere purchase of the Notes, or receipt of a payment or the ownership or holding of the Notes); |
| (2) | any estate, inheritance, gift, sales, transfer, personal property or similar Tax imposed with respect to the Notes; |
| (3) | any Taxes imposed solely because the Holder or any other person fails to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with a Taxing Jurisdiction of the Holder or any beneficial owner of the Note, if compliance is required by the applicable law, regulation or by an applicable income tax treaty of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge, and the Company has given the Holders at least thirty (30) days’ notice that Holders shall be required to provide such information and identification; |
| (4) | any Taxes payable otherwise than by deduction or withholding from payments on the Notes; |
| (5) | any Taxes that would have been avoided by presenting for payment (where presentation is required) the relevant Note to another Paying Agent; |
| (6) | any Taxes with respect to such Note presented for payment more than thirty (30) days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to Holders, whichever occurs later, except to the extent that the Holders of such Note would have been entitled to such Additional Amounts on presenting such Note for payment on any date during such 30-day period; |
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| (7) | any payment on the Note to a Holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of the payment would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the Holder of the Note; |
| (8) | any Taxes withheld or deducted on or in respect of any Note pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as amended (commonly referred to “FATCA”), any treaty, law, regulation or other official guidance enacted by the United States implementing FATCA, any agreement between the Company and the United States implementing FATCA pursuant to Section 1471(b)(1) of the Code, as amended, or any law of any jurisdiction implementing an intergovernmental approach to FATCA; or |
| (9) | any combination of the foregoing. |
(c) The obligations in Section 4.04(a) and Section 4.04(b) shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor to the Company. The Company shall (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Jurisdiction imposing such Taxes and shall furnish such certified copies to the Trustee within thirty (30) days after the date the payment of any Taxes so deducted or so withheld is due pursuant to applicable law or, if such tax receipts are not reasonably available to the Company, furnish such other documentation that provides reasonable evidence of such payment by the Company.
(d) The exception to the Company’s obligations to pay Additional Amounts will not apply if (i) the provision of information, documentation or other evidence would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulation (including proposed regulations) and administrative practice, or (ii) Article 166, Section II, paragraph a), of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (or a substitute or equivalent provision) is in effect, unless (A) the provision of the information, documentation or other evidence is expressly required by the applicable Mexican laws and regulations in order to apply Article 166, Section II, paragraph a), of the Mexican Income Tax Law (or substitute or equivalent provision), (B) the Company cannot obtain the information, documentation or other evidence necessary to comply with the applicable Mexican laws and regulations on its own through reasonable diligence and (C) the Company would not otherwise meet the requirements for application of the applicable Mexican laws and regulations.
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(e) Section 4.04(b) does not require, and shall not be construed to require, that any Holder, including any non-Mexican pension fund, retirement fund, tax-exempt organization or financial institution, register with the Mexican Tax Management Service (Servicio de Administración Tributaria) or the Mexican Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) to establish eligibility for an exemption from, or a reduction of, Mexican withholding taxes.
(f) Any reference in this Indenture, any supplemental indenture or the Notes to principal, premium, interest or any other amount payable in respect of the Notes by the Company shall be deemed to include all Additional Amounts, if any that may be payable with respect to that amount under the obligations referred to in this subsection. Payment of any Additional Amounts with respect to interest shall be considered as an interest payment under, or with respect to, the Notes.
(g) In the event that Additional Amounts actually paid with respect to the Notes pursuant to this Section 4.04 are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and as a result thereof such Holder is entitled to make a claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, and without any further action, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company shall be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.
(h) Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments.
Section 4.05. Further Instruments and Acts. Upon request of the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out the purpose of this Indenture.
ARTICLE V
NO EVENTS OF DEFAULT; REMEDIES
Section 5.01. No Defaults or Events of Default. There are no defaults or events of default under the Notes and there is no cross-default or cross-acceleration under the Notes. Subject to Section 6.01 of this Indenture relating to the duties of the Trustee, in case the Company shall fail to comply with its obligations under this Indenture or the Notes and such failure shall be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under this Indenture if requested or directed by any of the Holders acting in accordance with, and as expressly permitted by, this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
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Section 5.02. Acceleration. (a) There is no right of acceleration of the payment of principal of the Notes if the Company fails to pay interest, Arrears of Interest and Additional Amounts thereon when any such payment becomes due pursuant to this Indenture.
(b) The entire principal amount of all the Notes and any accrued interest, Arrears of Interest and Additional Amounts thereon will be automatically accelerated, without any action by the Trustee or any Holder and any principal, interest or Additional Amounts will become immediately due and payable, in case of a Liquidation Event. The Company shall provide the Trustee prompt notice of a Liquidation Event.
Section 5.03. Remedies. If any of the events described in Section 5.02(a) shall occur and be continuing, the Trustee may or, at the written request of the Holders of not less than 25% in principal amount of the Outstanding Notes, shall (subject to the Trustee’s rights under this Indenture) (a) pursue any available remedy under this Indenture (excluding acceleration of principal, except pursuant to Section 5.02(b) in case of a Liquidation Event) to collect the payment of any such amounts due and unpaid, or (b) enforce the performance of any provision of the Notes or this Indenture.
Section 5.04. [Reserved].
Section 5.05. Control by Majority. Subject to the provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the Outstanding Notes may direct the time, method and place of conducting proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 6.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders); provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to security or indemnity reasonably satisfactory to it against any loss, liability and expense caused by taking or not taking such action.
Section 5.06. Limitation on Suits. (a) The Trustee will have exclusive right, to the fullest extent permitted under applicable law, to file in the proceedings for a Liquidation Event for the recognition of the claims of all Holders, and Holders will not be permitted to bring their lawsuit or other formal legal action under any of these circumstances.
(b) Subject to the limitations set forth in Section 2.15, no Holder shall have any right to institute any action or proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy with respect to this Indenture or the Notes, unless:
| (1) | such Holder shall have previously given to the Trustee written notice of the event in respect of which the applicable remedy is being sought; |
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| (2) | the Holders of at least 25% in aggregate principal amount of the Outstanding Notes shall have made a written request that the Trustee take action with respect to the Notes; |
| (3) | such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the cost, expenses and liabilities to be incurred in compliance with such request; |
| (4) | the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such action or proceeding; and |
| (5) | during those 60 days, the Holders of a majority in principal amount of the Notes must not have given the Trustee directions that are inconsistent with the written request of the Holders of not less than 25% in principal amount of the Notes. |
(c) (1) In no event shall the Company, by virtue of any actions, proceedings or otherwise, be obligated to pay any sum or sums sooner than the same would otherwise have been payable by the Company and (2) no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or the Notes (x) to affect, disturb or prejudice the rights of any other Holder, or (y) to obtain or to seek to obtain priority or preference over any other Holder, or (z) to enforce any right under this Indenture or the Notes, except as expressly provided in this Article V and for the equal and ratable benefit of all Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to any Holders). For the protection and enforcement of the provisions of this Section 5.06, each and every Holder and the Trustee shall be entitled, subject to Section 2.15 and this Section 5.06, to such relief as may be granted at law or in equity.
Section 5.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, without limitation, Section 5.06), the right of any Holder to receive payment of principal (including Additional Amounts, if any) of or interest on the Notes held by such Holder, subject to the Company’s right to defer interest payments on the Notes as set forth in Section 2.16, on or after the respective due dates, Redemption Dates or repurchase date expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
Section 5.08. Trustee May File Proofs of Claim.
(a) The Trustee may (irrespective of whether the principal of the Notes is then due):
| (1) | file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders under this Indenture and the Notes allowed in a Liquidation Event; and |
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| (2) | collect and receive any moneys or other property payable or deliverable in respect of any such claims and distribute them in accordance with this Indenture. |
(b) The Trustee shall be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter. Any receiver, trustee, assignee, liquidator, sequestrator, custodian or other similar official in any such action or proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due to the Trustee pursuant to Section 6.07.
(c) Nothing in this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such action or proceeding.
Section 5.09. Priorities. If the Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:
FIRST: to the Trustee for amounts due under Section 6.07;
SECOND: if the Holders proceed against the Company directly without the Trustee in accordance with this Indenture, to Holders for their collection costs;
THIRD: to Holders for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and
FOURTH: to the Company or to such party as a court of competent jurisdiction shall direct.
The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 5.09. At least five (5) days before such record date, the Company shall instruct the Trustee to give notice to each Holder that states the record date, the payment date and amount to be paid.
Section 5.10. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section 5.10 or a suit by Holders of more than 10% in principal amount of the Outstanding Notes.
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Section 5.11. Waiver of Stay or Extension Laws. The Company (to the fullest extent permitted by applicable law) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the fullest extent permitted by applicable law) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.
Section 5.12. No Additional Remedies. No remedy against the Company, other than as referred to in this Article V shall be available to the Holders, whether for the recovery of amounts owing in respect of the Notes or in respect of any other breach by the Company of any of its other obligations under or in respect of the Notes or this Indenture.
ARTICLE VI
TRUSTEE
Section 6.01. Duties of Trustee.
(a) If any of the events specified in Section 5.02 has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an event specified in Section 5.02:
| (1) | the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and |
| (2) | in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture. |
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
| (1) | this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.01; |
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| (2) | the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and |
| (3) | the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.06. |
(d) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if the Trustee shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article VI, and the provisions of this Article VI shall apply to the Trustee in its role as Registrar, Paying Agent, Transfer Agent and Note Custodian.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction, instruction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders acting in accordance with, and as expressly permitted by, this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
(j) Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 6.01.
Section 6.02. Rights of Trustee.
(a) The Trustee may rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.
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(b) Before the Trustee acts or refrains from acting at the direction of the Company, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.
(c) The Trustee may act through agents and attorneys and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith and which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) If the Trustee shall determine, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney.
(g) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.
(h) In no event shall the Trustee be liable, directly or indirectly, for any special, indirect, punitive or consequential damages, even if the Trustee has been advised of the possibility of such damages.
(i) The Trustee shall not be deemed to have notice of any event specified in Section 5.02 unless written notice of any such event is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent and each agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(l) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances.
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Section 6.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any of its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Transfer Agent, Registrar or co-Registrar may do the same with like rights. However, the Trustee must comply with Section 6.10.
Section 6.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity, priority or adequacy of any offering materials, this Indenture, the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.
Section 6.05. Notice of Certain Events. If any event mentioned in Section 5.02 occurs and is continuing and if it is known to the Trustee, the Trustee shall deliver to each Holder notice of such event within 90 days after it is known to a Trust Officer or written notice of it is received by the Trustee. The Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of Holders.
Section 6.06. [Reserved].
Section 6.07. Compensation and Indemnity.
(a) The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and giving of notices to Holders and reasonable costs of counsel retained by the Trustee in connection with the review, negotiation, execution and delivery of this Indenture or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts.
(b) The Company shall indemnify the Trustee against any and all loss, liability, fees, cost or expense (including reasonable attorneys’ fees and expenses of counsel) incurred by it without negligence, willful misconduct or bad faith on its part in connection with the acceptance and administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this Section 6.07) and of defending itself against any claims (whether asserted by any Holder, the Company or otherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel; provided, that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.
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(c) To secure the payment obligations of the Company in this Section 6.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 6.07 shall not be subordinate to any other liability or indebtedness of the Company.
(d) The Company’s obligations pursuant to this Section 6.07 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of the events specified in Section 5.02 with respect to the Company, the expenses (including the fees and expenses of its counsel) are intended to constitute expenses of administration under any Liquidation Event; provided, however, that this shall not affect the Trustee’s right as set forth in this Section 6.07 or Section 5.09.
Section 6.08. Replacement of Trustee.
(a) The Trustee may resign at any time by so notifying the Company. The Holders of a majority in principal amount of the then Outstanding Notes may remove the Trustee by so notifying the Company and the Trustee in writing not less than thirty (30) days prior to the effective date of such removal. The Company shall remove the Trustee if:
| (1) | the Trustee fails to comply with Section 6.10; |
| (2) | the Trustee is adjudged bankrupt or insolvent; |
| (3) | a receiver or other public officer takes charge of the Trustee or its property; or |
| (4) | the Trustee otherwise becomes incapable of acting. |
(b) If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Outstanding Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.
(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall give or send a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 6.07.
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(d) If a successor Trustee does not take office within thirty (30) days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of 10% in aggregate principal amount of the then Outstanding Notes may petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.
(e) If the Trustee fails to comply with Section 6.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 6.08, the Company’s obligations under Section 6.07 shall continue for the benefit of the retiring Trustee.
Section 6.09. Successor Trustee by Merger. In case at the time such successor or successors to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any successor to the Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any such successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall be valid for purposes of this Indenture.
Section 6.10. Eligibility; Disqualification. The Trustee shall at all times be a Trustee hereunder that is a Person organized and doing business under the laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has, together with its parent, a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.
ARTICLE VII
DISCHARGE OF INDENTURE
Section 7.01. [Reserved].
Section 7.02. [Reserved].
Section 7.03. Application of Trust Money. The Trustee shall hold in trust U.S. Legal Tender or U.S. Government Obligations deposited with it pursuant to this Article VII. It shall apply the deposited U.S. Legal Tender and the U.S. Legal Tender received from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes.
Section 7.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon written request any excess money or securities held by them upon payment of all the obligations under this Indenture. Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company for payment as general creditors (and not to the Trustee or any Paying Agent).
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Section 7.05. Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.
Section 7.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S. Government Obligations in accordance with this Article VII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article VII until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Legal Tender or U.S. Government Obligations in accordance with this Article VII; provided, however, that, if the Company has made any payment of principal of or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from U.S. Legal Tender or U.S. Government Obligations held by the Trustee or Paying Agent.
Section 7.07. Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer of the Notes, as expressly provided for herein) as to all Outstanding Notes when:
(a) either:
| (1) | all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or |
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| (2) | (x) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of one or more notices of redemption or otherwise (in the case that such Notes have become due and payable as a result of the giving of a notice of redemption, after any conditions precedent to redemption have been satisfied or waived in writing by the Company), will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. Legal Tender, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest (including Additional Amounts) on the Notes to the stated date of deposit thereof or on the applicable redemption date, as the case may be; provided that (1) upon any redemption that requires the payment of a Make-Whole Amount, the amount deposited will be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Amount calculated as of the date of the notice of redemption, with any deficit as of the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption and (2) such deficit amount will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such deficit amount that confirms that such deficit amount will be applied toward such redemption; and (y) the Company has delivered irrevocable instructions directing the Trustee to apply such funds to the payment of the Notes at maturity or the redemption date, as the case may be; |
(b) the Company has paid all other sums payable under this Indenture and the Notes by the Company; and
(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
ARTICLE VIII
AMENDMENTS
Section 8.01. Without Consent of Holders.
(a) The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or consent of any Holder:
| (1) | to cure any ambiguity, or to cure, correct or supplement any omission, defect or inconsistency; |
| (2) | to issue additional notes; |
| (3) | to comply with Section 4.02 in respect of the assumption by a Successor Issuer of the obligations of the Company under the Notes and this Indenture; |
54
| (4) | to provide for uncertificated Notes in addition to or in place of Certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; |
| (5) | to add guarantees with respect to the Notes or to secure the Notes; |
| (6) | to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; |
| (7) | to conform the text of this Indenture or the Notes to any provision of the section “Description of Notes” in the offering memorandum issued in relation to the Notes to the extent that such provision in such “Description of Notes” was intended to be a verbatim recitation or a provision of this Indenture or the Notes; |
| (8) | to comply with the requirements of any applicable securities depositary; |
| (9) | to provide for a successor Trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; |
| (10) | to provide for and effect a substitution or variation in accordance with Section 3.11; and |
| (11) | to make any change that is determined by the Company to not adversely affect the Holders in any material respect. |
(b) After an amendment under this Section 8.01 becomes effective, the Company shall give to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.01.
Section 8.02. With Consent of Holders.
(a) The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent each Holder affected thereby, an amendment may not:
| (i) | reduce the amount of Notes whose Holders must consent to an amendment, supplement or waiver; |
| (ii) | reduce the rate of interest, including Defaulted Interest, on any Notes; |
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| (iii) | reduce the principal of any Notes or reduce the redemption price therefor; |
| (iv) | make any Notes payable in money other than that stated in the Notes; |
| (v) | make any change in the provisions of this Indenture described under Section 4.04 that in the Company’s determination adversely affects the rights of any Holder or amend the terms of the Notes in any way that would result in a loss of exemption from Taxes; or |
| (vi) | impair the right of any Holder to institute suit for the enforcement of any payment of any amount on or with respect to such Holder’s Notes. |
(b) It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.
(c) After an amendment or supplement under this Section 8.02 becomes effective, the Company shall give to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.
(d) The Notes issued on the Issue Date, and any Additional Notes that are part of the same series, will be treated as a single series for all purposes under this Indenture, including with respect to waivers and amendments.
Section 8.03. Revocation and Effect of Consents and Waivers.
(a) A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Holder except as provided in this Article VIII. An amendment, supplement or waiver shall become effective upon the receipt by Trustee of the requisite number of consents under Section 8.02.
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.
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Section 8.04. Notation on or Exchange of Notes. If an amendment or supplement changes the terms of a Note, the Trustee may require the Holder of the Note to deliver such Note to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return such Note to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note, will execute and upon an Authentication Order shall issue and the Trustee shall authenticate and make available for delivery a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment or supplement.
Section 8.05. Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article VIII if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, supplement or waiver, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 6.01) shall be fully protected in relying upon, in addition to the documents required by Section 9.04, an Officer’s Certificate and an Opinion of Counsel each stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that all conditions precedent to the execution of such amendment, supplement or waiver have been complied with.
Section 8.06. [Reserved].
ARTICLE IX
MISCELLANEOUS
Section 9.01. Notices.
(a) Any notice or communication shall be in writing and delivered in person or mailed by first-class mail, postage prepaid, addressed as follows:
if to the Company:
c/o Cemex, S.A.B. de C.V.
Avenida Ricardo Margáin Zozaya #325
Colonia Valle del Campestre
San Pedro Garza García, Nuevo León
México 66265
Attention: Finance Department - Chief Financial Officer
Legal Department – Legal Director
Email: maher.alhaffar@cemex.com /
guillermof.hernandez@cemex.com
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
Attention: Gregory Fernicola
Email: Gregory.Fernicola@skadden.com
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if to the Trustee:
The Bank of New York Mellon
240 Greenwich Street, Floor 7 East
New York, NY 10286
Attention: International Corporate Trust
The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.
(b) All notices to Holders will be validly given if mailed or otherwise delivered to them at their respective addresses in the register of Holders, if any, maintained by the Registrar. For so long as any Notes are represented by Global Notes, all notices to Holders will be given to DTC in accordance with its procedures, which shall be deemed to satisfy the requirements of this paragraph.
(c) Each such notice shall be deemed to have been given on the date of delivery, transmission or mailing. Any notice or communication mailed to a Holder shall be mailed to such Person by first class mail or other equivalent means, including electronically delivered or otherwise transmitted in accordance with DTC’s procedures, and shall be sufficiently given to them if so mailed within the time prescribed. Failure to give a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is given in the manner provided above, it is duly given, whether or not the addressee receives it.
(d) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to the Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions, and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of the applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction, except for any such losses, costs or expenses due to the Trustee’s gross negligence or willful misconduct. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
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Section 9.02. Communication by Holders with Other Holders. Holders may communicate with other Holders with respect to their rights under this Indenture or the Notes.
Section 9.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:
(a) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; provided, however, that such Officer’s Certificate shall not be given in connection with the original issuance of the Issue Date Notes; and
(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with; provided, however that such Opinion of Counsel shall not have been given in connection with the original issuance of the Issue Date Notes.
Notwithstanding the foregoing, no such Officer’s Certificate or Opinion of Counsel shall be given with respect to the authentication and delivery of any Issue Date Notes.
Section 9.04. Statements Required in Certificate or Opinion. Each certificate or opinion, including an Opinion of Counsel or Officer’s Certificate, with respect to compliance with a covenant or condition provided for in this Indenture shall include substantially:
(a) a statement that the individual making such certificate or opinion has read such covenant or condition;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.
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In giving an Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of public officials.
Section 9.05. Rules by Trustee, Paying Agent, Transfer Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar, Transfer Agent and Paying Agent may make reasonable rules for their functions.
Section 9.06. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York City or Mexico City. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.
Section 9.07. Governing Law, etc.
(a) THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PARTIES HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES OR ANY TRANSACTION RELATED HERETO OR THERETO TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
(b) Each of the parties hereto hereby:
| (1) | agrees that any suit, action or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any Federal or state court sitting in the City of New York and County of New York and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant; |
| (2) | waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum, and the right to any other jurisdiction to which it may be entitled on account of law, of its present or future place of residence or domicile or for any other reason; |
| (3) | irrevocably submits to the jurisdiction of such courts in any suit, action or proceeding; |
| (4) | agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding may be enforced in the courts of the jurisdiction of which it is subject by a suit upon judgment; and |
60
| (5) | agrees that service of process by mail to the addresses specified herein shall constitute personal service of such process on it in any such suit, action or proceeding. |
(c) The Company has appointed Cemex NY Corporation, 590 Madison Avenue, 27th Floor, New York, NY 10022, as its authorized agent (the “Authorized Agent”) upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of New York. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue each such appointment in full force and effect as aforesaid so long as the Notes remain outstanding. The Company agrees that the appointment of the Authorized Agent shall be irrevocable so long as any of the Notes remain outstanding or until the irrevocable appointment by the Company of a successor agent in the City of New York, as its authorized agent for such purpose and the acceptance of such appointment by such successor. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company.
(d) To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Company to the fullest extent permitted by applicable law hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Indenture or the Notes.
(e) Nothing in this Section 9.07 shall affect the right of the Trustee or any Holder to serve process in any other manner permitted by law.
Section 9.08. No Recourse Against Others. An incorporator, director, officer, employee, stockholder or controlling person, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability.
Section 9.09. Successors. All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.
Section 9.10. Duplicate and Counterpart Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. This Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile, PDF, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes and shall be deemed to be their original signatures for all purposes.
61
Section 9.11. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 9.12. Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
Section 9.13. Currency Indemnity.
(a) U.S. Legal Tender is the sole currency of account and payment for all sums payable by the Company under or in connection with the Notes or this Indenture, including damages. Any amount received or recovered in currency other than U.S. Legal Tender in respect of the Notes (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in a Liquidation Event or otherwise) by any Holder in respect of any sum expressed to be due to such Holder from the Company shall only constitute a discharge of them under the Notes and this Indenture only to the extent of the U.S. Legal Tender amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. Legal Tender amount is less than the U.S. Legal Tender amount expressed to be due to the recipient under the Notes or this Indenture, the Company shall indemnify and hold harmless the recipient, to the greatest extent permitted by law, against any loss or cost sustained by it in making any such purchase. For the purposes of this Section 9.13, it will be sufficient for the Holder to certify that it would have suffered a loss had an actual purchase of U.S. Legal Tender been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Legal Tender on such date had not been practicable, on the first date on which it would have been practicable).
(b) The indemnities of the Company contained in this Section 9.13, to the extent permitted by law: (i) constitute a separate and independent obligation from the other obligations of the Company under this Indenture and the Notes; (ii) shall give rise to a separate and independent cause of action against the Company; (iii) shall apply irrespective of any waiver granted by any Holder or the Trustee from time to time; and (iv) shall continue in full force and effect notwithstanding any other judgment, order, claim or proof of claim for a liquidated amount in respect of any sum due under the Notes or this Indenture or any other judgment or order.
Section 9.14. U.S.A. Patriot Act. The parties hereto acknowledge that, in accordance with Section 326 of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)) (as amended, modified or supplemented from time to time, the “USA PATRIOT Act”), the Trustee, like all financial institutions, is required to obtain, verify, and record information that identifies each person or legal entity that opens an account. The parties to this Agreement agree that they will provide the Trustee with such information as the Trustee may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.
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Section 9.15. FATCA. In order to comply with Sections 1471 through 1474 of the U.S. Internal Revenue Code and the rules and regulations thereunder (as in effect from time to time, collectively, the “Applicable Law”), the Company agrees (i) to use commercially reasonable efforts to provide to the Trustee upon its reasonable request sufficient information in the Company’s possession about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has tax related obligations under the Applicable Law and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary to comply with the Applicable Law for which the Trustee shall not have any liability for its withholding or deduction from payment under this Indenture to the extent necessary to comply with Applicable Law. The terms of this section shall survive the termination of this Indenture.
[Signature pages follow]
63
IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.
| Cemex, S.A.B de C.V., |
||
| as Issuer |
||
| By: | /s/ Fernando José Reiter Landa |
|
| Name: Fernando José Reiter Landa |
||
| Title: Attorney-in-fact |
||
[Signature Page to Indenture]
| THE BANK OF NEW YORK MELLON, |
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| as Trustee |
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| By: | /s/ Glen Kunak |
|
| Name: Glen Kunak |
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| Title: Vice President |
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[Signature Page to Indenture]
EXHIBIT A
FORM OF NOTE
Include the following legend for Global Notes only:
THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
Include the following legend on all Notes that are Restricted Notes:
THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND [Include the following on all Regulation S Notes that are Restricted Notes: , PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT),] MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO THE ISSUER, (2) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. THIS LEGEND CAN ONLY BE REMOVED AT THE OPTION OF THE ISSUER.
A-1
Include the following on all Regulation S Notes that are Restricted Notes:
PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EACH PERSON ACQUIRING AN OWNERSHIP INTEREST IN THE NOTES (1) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT EITHER (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND IS OUTSIDE THE UNITED STATES OR (C) IS ACQUIRING SUCH OWNERSHIP INTEREST PURSUANT TO A VALID REGISTRATION STATEMENT OR IN ANOTHER TRANSACTION EXEMPT FROM SUCH REGISTRATION; (2) AGREES THAT PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), (X) IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT IN ACCORDANCE WITH THE FOREGOING RESTRICTIONS, AND IN ANY CASE IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION; (Y) PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE BANK OF NEW YORK MELLON, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (Z) IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “UNITED STATES”, “U.S. PERSON” AND “OFFSHORE TRANSACTION” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”
Include the following legend on all Notes as the Mexican law legend:
THE NOTES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES), AND THEREFORE MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO, EXCEPT THAT THE NOTES MAY BE OFFERED IN MEXICO TO INVESTORS THAT QUALIFY AS INSTITUTIONAL AND QUALIFIED INVESTORS PURSUANT TO THE PRIVATE PLACEMENT EXEMPTION SET FORTH UNDER ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES).”
A-2
[FORM OF FACE OF NOTE]
Subordinated Notes
| No. [______] |
Principal Amount $[_________] [If the Note is a Global Note, include the following two lines: as revised by the Schedule of Increases and Decreases in Global Note attached hereto] |
|
| CUSIP NO. [________]1 | ||
| ISIN NO. [________]2 | ||
Cemex, S.A.B. de C.V., a publicly traded variable stock corporation (sociedad anónima bursátil de capital variable) organized under the laws of the United Mexican States (together with its successors and assigns), promises to pay to CEDE & CO., or registered assigns, the principal sum of [_________] U.S. Dollars [If this Note is a Global Note, add the following:, as revised by the Schedule of Increases and Decreases in Global Note attached hereto,] upon redemption, if any, of this Note.
Interest Payment Dates: March 10 and September 10.
Record Dates: February 23 or August 26.
The Notes are subordinated to all Senior Indebtedness to the extent and in the manner provided for in the Indenture, including Section 2.15 thereof. In addition, each Holder is making the agreements with the Company specified in Section 2.15(b) and elsewhere in the Indenture.
Additional provisions of this Note are set forth on the other side of this Note.
[Signature page follows]
| 1 | CUSIP No. for Rule 144A Note: 151290CC5; CUSIP No. for Regulation S Note: P2253TJW0. |
| 2 | ISIN No. for Rule 144A Note: US151290CC53; ISIN No. for Regulation S Note: USP2253TJW01. |
A-3
Additional provisions of this Note are set forth on the other side of this Note.
| Cemex, S.A.B. de C.V. |
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| By: |
|
|
| Name: |
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| Title: |
||
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
THE BANK OF NEW YORK MELLON
as Trustee, certifies that this is one of the Notes
referred to in the Indenture.
| By: |
|
Date: |
|
|||||
| Authorized Signatory |
A-4
[FORM OF REVERSE SIDE OF NOTE]
SUBORDINATED NOTES
1. Interest.
Subject to Section 3 hereof and unless previously redeemed or repurchased and cancelled or substituted and varied, Cemex, S.A.B. de C.V., a publicly traded variable stock corporation (sociedad anónima bursátil de capital variable) organized under the laws of the United Mexican States (such corporation, and its successors and assigns under the Indenture, being referred to herein as the “Company”), promises to pay interest semi-annually on the principal amount of this Note as follows:
| (i) | from and including June 10, 2025 to but excluding September 10, 2030 (or the applicable date of redemption if redeemed prior to such date), the Notes will bear interest at a rate of 7.200% per annum; |
| (ii) | from and including September 10, 2030 to, but excluding, the last day of the applicable Reset Period specified below (or the applicable date of redemption if redeemed prior to such date), at an interest rate per annum which shall be equal to the applicable Reference Rate of the relevant Reset Period expressed as a percentage plus 3.270% per annum (the “Initial Margin”) plus: |
| i. | 0.25% per annum in respect of Reset Periods commencing on and after September 10, 2030 but before the Second Step-up Date (as defined below); and |
| ii. | 1.00% per annum in respect of Reset Periods commencing on and after the Second Step-up Date. |
As used herein “Second Step-up Date” means September 10, 2050.
The Company will give notice of the applicable Reference Rate as soon as practicable to each paying agent, the Holders of the Notes and the Trustee.
The Company will pay interest semi-annually in arrears on March 10 and September 10 of each year, commencing September 10, 2025; provided that if any such Interest Payment Date is not a Business Day or is not a day where banks are open for business in a particular place of payment, then such payment shall be made on the next succeeding Business Day, and no interest shall accrue for the intervening period. There will be a short first interest period, from and including June 10, 2025 to, but excluding, September 10, 2025. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 10, 2025. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. Subject to the Company’s right to defer interest payments on the Notes as set forth in Section 3, the Company shall pay interest (including post-petition interest in any proceeding under a Liquidation Event) on overdue principal at the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceedings under a Liquidation Event) on overdue installments of interest (“Defaulted Interest”), without regard to any applicable grace period, at the same rate to the extent lawful.
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All payments made by the Company in respect of the Notes will be made free and clear of and without deduction or withholding for or on account of any Taxes imposed or levied by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is required by law or by the interpretation or administration thereof. In that event, the Company will pay to each Holder Additional Amounts as provided in the Indenture subject to the limitations set forth in the Indenture.
2. Maturity
The Notes have no scheduled maturity date.
3. Option to Defer Interest Payments
The Company, in its sole discretion, may defer payment of interest on the Notes that would otherwise be payable as provided in the Indenture.
4. Payment of Deferred Interest
The Company may elect, in its sole discretion, to pay Deferred Interest at any time, together with any related Arrears of Interest in whole or in part, with respect to the Notes, as provided in the Indenture. The Company shall pay any Deferred Interest and the related Arrears of Interest, in respect of the Notes, on the first occurring Mandatory Payment Date following the Interest Payment Date on which such Deferred Interest first arose, as provided in the Indenture.
5. Method of Payment.
The Company will pay interest on this Note (except Defaulted Interest) to the Persons who are registered Holders of this Note at the close of business on February 23 or August 26 (each a “Record Date”) next preceding the Interest Payment Date even if Notes are canceled, repurchased or redeemed after the Record Date and on or before the Interest Payment Date. For the purpose of determining the Holder at the close of business on a regular record date when business is not being conducted, the close of business will mean 5:00 p.m., New York City time, on that day. Holders must surrender this Note to a Paying Agent to collect principal payments. The Company will pay principal and interest in U.S. Legal Tender.
Prior to 11:00 a.m. New York City time on the Business Day prior to the date on which any principal of or interest on this Note is due and payable, the Company shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal and/or interest. Payments in respect of this Note if represented by a Global Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments on this Note will be made at the office or agency of the Paying Agent in the United States unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the Note Register; provided, however, that payments on this Note may also be made, in the case of a Holder of at least $1,000,000 in aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the City of New York if such Holder elects payment by wire transfer by giving written notice to the Company to such effect designating such account no later than ten (10) Business Days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
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6. Paying Agent and Registrar.
Initially, The Bank of New York Mellon (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Transfer Agent, Registrar or co-Registrar without prior notice to the Holders of this Note. The Company may act as Paying Agent, Transfer Agent or Registrar.
7. Indenture.
The Company issued this Note under an Indenture, dated as of June 10, 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), between the Company and the Trustee. The terms of this Note include those stated in the Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder by accepting a Note agrees to be bound by all of the terms and provisions of the Indenture, as amended or supplemented from time to time.
This Note is a subordinated unsecured obligation of the Company unlimited in principal amount. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue Additional Notes. All Notes will be treated as a single class of securities under the Indenture.
8. Optional Redemption.
The Company may redeem the Notes in the circumstances, in the manner and at the prices described in the Indenture.
9. Sinking Fund.
The Notes are not subject to any sinking fund.
10. Persons Deemed Owners.
The registered Holder of this Note may be treated as the owner of it for all purposes.
11. Unclaimed Money.
If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.
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12. Amendment, Waiver.
Subject to certain exceptions set forth in the Indenture, the Indenture or the Notes may be amended (for the provisions thereof waived) with the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes.
13. Defaults and Remedies.
There are no defaults or events of default in respect of the Notes. There is no cross default under the Notes. However, the entire principal amount of all the Notes and any accrued interest, arrears of interest and Additional Amounts thereon will be automatically accelerated, without any action by the Trustee or any holder and any principal, interest or Additional Amounts will become immediately due and payable, in case of a Liquidation Event. No payments will be made to holders of any class of the Company’s Capital Stock before all amounts due, but unpaid, to all holders of the Notes have been paid by the Company.
There is no right of acceleration of the payment of principal of the Notes if the Company fails to pay interest, Arrears of Interest and Additional Amounts thereon when any such payment becomes due pursuant to the Indenture. The rights of Holders to enforce the provisions of the Indenture and the Notes are expressly limited by the provisions of the Indenture.
14. Trustee Dealings with the Company.
Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.
15. No Recourse Against Others.
An incorporator, director, officer, employee, stockholder or controlling person, as such, of the Company or any Subsidiary shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability.
16. Authentication.
Any Officer of the Company may sign the Notes for the Company by manual, facsimile or electronic signature. This Note shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) electronically or manually signs the certificate of authentication on the other side of this Note.
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17. Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/GIMIA (=Uniform Gift to Minors Act).
18. Governing Law, etc.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
19. CUSIP Number.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP or other similar numbers to be printed on the Notes and has directed the Trustee to use CUSIP number in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
20. Currency of Account; Conversion of Currency.
U.S. Legal Tender is the sole currency of account and payment for all sums payable by the Company under or in connection with the Notes or the Indenture, including damages. The Company will indemnify the Holders as provided in respect of the conversion of currency relating to the Notes and the Indenture.
21. Agent for Service; Submission to Jurisdiction; Waiver of Immunities.
The Company has agreed that any suit, action or proceeding against the Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Company has irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and irrevocably waived the right to any other jurisdiction to which it may be entitled on account of law, of its present or future place of residence or domicile or for any other reason. The Company has appointed Cemex NY Corporation, 590 Madison Avenue, 27th Floor, New York, NY 10022, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of New York. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Company has, to the fullest extent permitted by applicable law, irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes.
A-9
The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to:
Cemex, S.A.B. de C.V.
Avenida Ricardo Margáin Zozaya #325
Colonia Valle del Campestre
San Pedro Garza García, Nuevo León, México 66265
Tel: +5281-8888-8888
Attention: Investor Relations Department
A-10
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
| (Print or type assignee’s name, address and zip code)
|
| (Insert assignee’s Social Security or Tax I.D. Number) |
and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.
| Date: _______________ | Your Signature: ____________________________ |
| Signature Guarantee: |
|
|||
| (Signature must be guaranteed) |
Sign exactly as your name appears on the other side of this Note.
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program); pursuant to Exchange Act Rule 17Ad-15.
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[To be attached to Global Notes only]
SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:
| Date of Exchange |
Amount of decrease in Principal Amount of this Global Note |
Amount of increase in Principal Amount of this Global Note |
Principal Amount of this Global Note following such decrease or increase |
Signature of authorized signatory of Trustee or Note Custodian |
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EXHIBIT B
FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO REGULATION S
[Date]
The Bank of New York Mellon
240 Greenwich Street, Floor 7 East
New York, NY 10286
Attention: International Corporate Trust
| Re: | Subordinated Notes (the “Notes”) |
of Cemex, S.A.B. de C.V. (the “Company”)
Ladies and Gentlemen:
Reference is hereby made to the Indenture, dated as of June 10, 2025 (as amended and supplemented from time to time, the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), as the case may be.
In connection with our proposed sale of $[________] aggregate principal amount of the Notes, which represent an interest in a 144A Global Note beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Regulation S and, accordingly, we represent that:
(a) the offer of the Notes was not made to a person in the United States;
(b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;
(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;
(d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and
(e) we are the beneficial owner of the principal amount of Notes being transferred.
C-1
In addition, if the transfer is made during a Distribution Compliance Period and the provisions of Rule 904(b)(1) or Rule 904(b)(2) of Regulation S are applicable thereto, we confirm that such transfer has been made in accordance with the applicable provisions of Rule 904(b)(1) or Rule 904(b)(2), as the case may be.
You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.
| Very truly yours, | ||
| [Name of Transferor] | ||
| By: |
|
|
|
|
||
| Authorized Signature | ||
| Signature Guarantee: |
|
|||||
| (Signature must be guaranteed) |
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.
C-2
EXHIBIT C
FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO RULE 144
[Date]
The Bank of New York Mellon
240 Greenwich Street, Floor 7 East
New York, NY 10286
Attention: International Corporate Trust
| Re: | Subordinated Notes (the “Notes”) |
of Cemex, S.A.B. de C.V. (the “Company”)
Ladies and Gentlemen:
Reference is hereby made to the Indenture, dated as of June 10, 2025 (as amended and supplemented from time to time, the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.
In connection with our proposed sale of $[__________] aggregate principal amount of the Notes, which represent an interest in a 144A Global Note beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Rule 144 under the Securities Act.
You and the Company are entitled to conclusively rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.
| Very truly yours, | ||
| [Name of Transferor] | ||
| By: |
|
|
| Authorized Signature | ||
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EXHIBIT D
FORM OF CERTIFICATION FOR TRANSFER PURSUANT TO RULE 144A
[Date]
The Bank of New York Mellon
240 Greenwich Street, Floor 7 East
New York, NY 10286
Attention: International Corporate Trust
| Re: | Subordinated Notes (the “Notes”) |
of Cemex, S.A.B. de C.V. (the “Company”)
Ladies and Gentlemen:
Reference is hereby made to the Indenture, dated as of June 10, 2025 (as amended and supplemented from time to time, the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.
In connection with our proposed transfer of $[___________] aggregate principal amount of the Notes, which represent an interest in a Regulation S Global Note beneficially owned by the undersigned (“Transferor”), we confirm that such transfer has been effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended, and, accordingly, we represent that the beneficial interest will be transferred to a Person that we reasonably believe is purchasing the beneficial interest for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such transfer is in compliance with any applicable blue sky securities laws of any state of the United States.
You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.
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| Very truly yours, | ||
| [Name of Transferor] | ||
| By: |
|
|
|
|
||
| Authorized Signature | ||
| Signature Guarantee: |
|
|||||
| (Signature must be guaranteed) |
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.
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Exhibit 4.11
LONG-TERM NOTES
CEMEX, S.A.B. DE C.V.
“CEMEX 26”
$5,500,000,000.00 (five 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”, indistinctly) undertakes to pay unconditionally in a single payment, at the location indicated below, the amount of $5,500,000,000.00 (five billion five hundred million Pesos 00/100 National Currency), plus the respective interest, precisely on February 13, 2031 or, if said day is a non-business day, the next Business Day (the “Expiration Date”).
This note covers 55,000,000 (fifty-five million) long-term notes, with a nominal value of $100.00 (one hundred Pesos 00/100 National Currency) each (the “Notes”).
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 153/4606/2026, dated February 16, 2026, issued by the CNBV. The Notes documented by this Note have been registered in the National Securities Registry under number 0021-4.15-2023-004-03.
| 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.
1
“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 2023 Credit Agreement, (ii) under the Debt incurred to refinance the 2023 Credit Agreement, or (iii) of 85% (eighty-five percent) 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.
2
“Cemex” or the “Issuer” or the “Company” means indistinctly Cemex, S.A.B. 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 custodian 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 second paragraph of this security.
“Additional Notes” has the meaning attributed to it in the section “Increase in the Number of Notes” of this security.
“Original Notes” has the meaning attributed to it in the section “Increase in the Number of Notes” of this security.
“CNBV” means the National Banking and Securities Commission.
“Global Comptroller” means the figure who performs functions equivalent to those of a Comptroller Director within the organizational structure of Cemex.
“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, amened on October 30, 2023, and as amended and/or restated from time to time.
“2024 Credit Agreement” means the credit agreement, dated October 7, 2022, entered into by and between the Issuer, as borrower, BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México, as administrative agent and sustainability structuring agent, BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México, BNP Paribas, Citigroup Global Market, Inc. and Mizuho Bank Ltd., New York Branch, as placement agents and joint lead coordinators, and the other creditors forming a part thereof, as amended an restated on April 11, 2024, and as modified 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.
4
“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.
“EURIBOR” has the meaning attributed in the section “Use of Proceeds” of this Note.
“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 February 19, 2026.
“Interest Payment Date” has the meaning attributed to such term in the “Interest Payment Frequency” section of this Note.
“Maturity Date” means February 13, 2031.
“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 Note.
“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 Note.
“Indeval” means the S.D. Indeval Institution for Depósito de Valores, S.A. de C.V.
“Debt Instrument” has the meaning attributed in the section “Use of Proceeds” of this Note.
“LGTOC” means the General Law of Credit Securities and Operations.
“LMV” means the Securities Market Act.
“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.
5
“Notes” has the meaning attributed to it in the “Use of Proceeds” section of this Note.
“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.
“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 Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva whose institution serves as common representative of the Holders.
“SEDI” means the electronic information sending and dissemination system maintained by the BMV called “EMISNET”.
“Overrate” has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“SOFR” has the meaning attributed in the section “Use of Proceeds” of this Note.
“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” or “Average Funding TIIE” has the meaning attributed to such term in the “Interest Rate and Interest Calculation Method” section of this Note.
“Observation Period” 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.
“Funding 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 has the meaning attributed to such term in the “Voluntary Early Redemption” section of this Note.
6
| II. | SOME FEATURES OF THE NOTES. |
| Issue Number under the Program: | Third Issue. | |
| Total Amount of the Issuance: | Up to $5,500,000,000.00 (five billion five hundred million Pesos 00/100 National Currency). | |
| Validity Period of the Notes: | 1,820 (one thousand eight hundred twenty) days, counted from the Date of Issue, equivalent to approximately 5 (five) years. | |
| Date of Issue of Notes: | February 19, 2026. | |
| Date of Maturity: | February 13, 2031. | |
| III. | INTEREST RATE AND INTEREST CALCULATION METHOD. |
As of the 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, over their Adjusted Nominal Value, at an annual gross interest rate referred to in the following paragraph.
The annual gross interest rate (the “Annual Gross Interest Rate”) will be calculated by adding 0.70% (cero point seventy) percentage points (the “Surcharge”) to the result, rounded up to two decimal points, of multiplying the resulting factors of adding: (i) 1 (one) or more (ii) the denominated rate Interbank Equilibrium Interest Rate at a Business Day (the “Funding TIIE”), corresponding to each calendar day elapsed between (A) (i) the Business Day prior to the Issue Date (including) or (ii) the second Business Day prior to the Interest Payment Date of the immediately preceding Interest Period (excluding), as applicable, and (B) the Second Business Day prior to the Interest Payment Date of the corresponding Interest Period (including) (the “Observation Period”), in accordance with the formula set forth in this Note (the “Reference Interest Rate” or “Average Funding TIIE”). The calculation of the Average Funding TIIE will use the Funding TIIE of the immediately preceding Business Day for those non-business days within the corresponding Observation Period. The Funding TIIE will be calculated and 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.
In the event that the Funding 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 Funding TIIE (the “Substitute Rate”).
The Common Representative will use the following formula to determine the Reference Interest Rate or the capitalized Substitute Rate:
Where:
7
TRj = Average Funding TIIE of the Reference Interest Rate applicable to the corresponding Interest Period.
TFi = Funding TIIE of the Substitute Rate corresponding to the i-th day of each of the calendar days that effectively elapsed in the corresponding Observation Period.
Nj = Number of effectively elapsed days in the Observation Period.
The Surcharge shall be added to the Reference Interest Rate (TRj) to obtain the Annual Gross Interest Rate.
The Common Representative shall calculate the interest accrued on the Notes no later than the Business Day prior to the Interest Payment Date of each Interest Period (the “Annual Gross Interest Rate Determination Date”), in accordance with the provisions of the section “Interest Payment Frequency” of this Note, calculated from the beginning of each Interest Period and which shall apply precisely during that Interest Period.
Ordinary interest accrued by the Notes will be calculated from their Date of Issue and at the beginning of each Interest Period, as applicable, and the calculations to determine the rate and the amount of interest payable shall include the calendar days effectively elapsed on each Interest Period 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 Note.
To determine the amount of ordinary interest payable on each Payment Date, the Common Representative will use the following formula:
Where:
| I | = | Gross interest for the corresponding Interest Period. | ||
| VN | = | Nominal Value or, if applicable, Adjusted Nominal Value of the outstanding Notes. | ||
| TB | = | Annual Gross Interest Rate, on the understanding that it will be expressed as a number and not as a percentage. | ||
| NDE | = | Number of calendar days effectively elapsed on the Interest Period until the corresponding Interest Payment Date. | ||
The Annual Gross Interest Rate calculated by the Common Representative on the Annual Gross Interest Rate Determination Date, which will apply precisely during that Interest Period, will not undergo changes during that period.
The Common Representative shall, no later than 1 (one) Business Day prior to the corresponding Interest Payment Date, notify the Issuer in writing (which may be via email), and the CNBV, Indeval, and BMV, in writing or through the means they determine (including EMISNET), or through any other electronic computing or telecommunications means, including the internet, authorized for this purpose by said institutions, the amount of interest payable, the Gross Annual Interest Rate applicable in that period and, where applicable, the principal amount payable on the Notes, 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.
8
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. |
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.
The first interest payment will be made precisely on March 19, 2026.
9
| PERIOD | START DATE | INTEREST PAYMENT DATE | ||
| 1 | February 19, 2026 | March 19, 2026 | ||
| 2 | March 19, 2026 | April 16, 2026 | ||
| 3 | April 16, 2026 | May 14, 2026 | ||
| 4 | May 14, 2026 | June 11, 2026 | ||
| 5 | June 11, 2026 | July 9, 2026 | ||
| 6 | July 9, 2026 | August 6, 2026 | ||
| 7 | August 6, 2026 | September 3, 2026 | ||
| 8 | September 3, 2026 | October 1, 2026 | ||
| 9 | October 1, 2026 | October 29, 2026 | ||
| 10 | October 29, 2026 | November 26, 2026 | ||
| 11 | November 26, 2026 | December 24, 2026 | ||
| 12 | December 24, 2026 | January 21, 2027 | ||
| 13 | January 21, 2027 | February 18, 2027 | ||
| 14 | February 18, 2027 | March 18, 2027 | ||
| 15 | March 18, 2027 | April 15, 2027 | ||
| 16 | April 15, 2027 | May 13, 2027 | ||
| 17 | May 13, 2027 | June 10, 2027 | ||
| 18 | June 10, 2027 | July 8, 2027 | ||
| 19 | July 8, 2027 | August 5, 2027 | ||
| 20 | August 5, 2027 | September 2, 2027 | ||
| 21 | September 2, 2027 | September 30, 2027 | ||
| 22 | September 30, 2027 | October 28, 2027 | ||
| 23 | October 28, 2027 | November 25, 2027 | ||
| 24 | November 25, 2027 | December 23, 2027 | ||
| 25 | December 23, 2027 | January 20, 2028 | ||
| 26 | January 20, 2028 | February 17, 2028 | ||
| 27 | February 17, 2028 | March 16, 2028 | ||
| 28 | March 16, 2028 | April 13, 2028 | ||
| 29 | April 13, 2028 | May 11, 2028 | ||
| 30 | May 11, 2028 | June 8, 2028 | ||
| 31 | June 8, 2028 | July 6, 2028 | ||
| 32 | July 6, 2028 | August 3, 2028 | ||
| 33 | August 3, 2028 | August 31, 2028 | ||
| 34 | August 31, 2028 | September 28, 2028 | ||
| 35 | September 28, 2028 | October 26, 2028 | ||
| 36 | October 26, 2028 | November 23, 2028 | ||
| 37 | November 23, 2028 | December 21, 2028 | ||
| 38 | December 21, 2028 | January 18, 2029 | ||
| 39 | January 18, 2029 | February 15, 2029 | ||
| 40 | February 15, 2029 | March 15, 2029 | ||
| 41 | March 15, 2029 | April 12, 2029 | ||
| 42 | April 12, 2029 | May 10, 2029 | ||
| 43 | May 10, 2029 | June 6, 2029 | ||
| 44 | June 7, 2029 | July 5, 2029 | ||
| 45 | July 5, 2029 | August 2, 2029 | ||
| 46 | August 2, 2029 | August 30, 2029 | ||
| 47 | August 30, 2029 | September 27, 2029 | ||
| 48 | September 27, 2029 | October 25, 2029 | ||
| 49 | October 25, 2029 | November 22, 2029 | ||
| 50 | November 22, 2029 | December 20, 2029 | ||
| 51 | December 20, 2029 | January 17, 2030 | ||
| 52 | January 17, 2030 | February 14, 2030 | ||
| 53 | February 14, 2030 | March 14, 2030 | ||
| 54 | March 14, 2030 | April 11, 2030 | ||
| 55 | April 11, 2030 | May 9, 2030 | ||
| 56 | May 9, 2030 | June 6, 2030 | ||
| 57 | June 6, 2030 | July 4, 2030 | ||
| 58 | July 4, 2030 | August 1, 2030 | ||
| 59 | August 1, 2030 | August 29, 2030 | ||
| 60 | August 29, 2030 | September 26, 2030 | ||
| 61 | September 26, 2030 | October 24, 2030 | ||
| 62 | October 24, 2030 | November 21, 2030 | ||
| 63 | November 21, 2030 | December 19, 2030 | ||
| 64 | December 19, 2030 | January 16, 2031 | ||
| 65 | January 16, 2031 | February 13, 2031 |
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.
10
The first Interest Period shall commence on the 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, 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 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 greater between: (a) 100% (one hundred percent) of the Nominal Value or Adjusted 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 in which the Common Representative must publish the information of the total or partial early redemption, of the Notes, 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) (for such purposes, and the Issuer shall provide such information to the Common Representative) 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.
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 (one) 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.
11
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 Nominal 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, 1 (one) Business Day 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 payment must be paid pro-rata between the Holders and calculate the new Nominal Value of the Notes.
| VII. | 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.
| 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 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.
| X. | INCREASE IN THE NUMBER OF NOTES. |
Subject to market conditions, the Issuer shall have the right to issue and publicly offer additional Notes (the “Additional Notes”) to the notes originally issued under the corresponding security (the “Original Notes”). 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.
12
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.
(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.
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| 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 Global Comptroller 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.
(c) Maintain, through the usual development of business, its prevailing line of business and that of its consolidated subsidiaries considered as a whole.
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(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 (thirty) 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 |
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| (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$100,000,000.00 (one hundred 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$100,000,000.00 (one hundred 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 points (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.
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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.
| XIII. | USE OF PROCEEDS. |
The Issuer will use the resources it obtained from the Issuance for general corporate purposes, including, with respect to one or more of the following contracts or obligations (the “Debt Instruments”), at the Issuer’s option, to repay all or part of the outstanding balance, or to redeem or repurchase said Debt Instruments, as applicable:
| (i) | The 2023 Credit Agreement, as amended, which consists of a simple USD$1,000,000,000.00 (one billion Dollars 00/100) 5 (five)-year credit line, with a Secured Over Night Rate (“SOFR”) + 100 (one hundred) basis points and a committed revolving USD$2,000,0000,000.00 (two billion Dollars 00/100) 5(five)-year credit line, with a SOFR + 100 (one hundred) basis points, maturing in October 2028, which is currently guaranteed by Cemex Operaciones Mexico, S.A. de C.V., Cemex Concretos, S.A. de C.V., Cemex Innovation Holding, Ltd., and Cemex Corp.; |
| (ii) | The 2024 Credit Agreement, as amended, which consists of a simple credit line of €450,000,000.00 (four hundred and fifty million Euros 00/100) (for an amount equivalent to US$523,000,000.00 (five hundred and twenty-three million Dollars 00/100) at an exchange rate of USD$1.16 (one Dollar 16/100) per Euro) for 5 (five) years, with an interest rate of Euro Interbank Offered Rate (“EURIBOR”) + 140 (one hundred and forty) basis points and a committed revolving credit line of €300,000,000.00 (three hundred million Euros 00/100) (for an amount equivalent to USD$349,000,000.00 (three hundred forty-nine million Dollars 00/100) at an exchange rate of USD$1.16 (one dollar 16/100) per euro) for 4 (four) years, with an interest rate of EURIBOR + 140 (one hundred and forty) basis points, maturing in October 2029, which is currently guaranteed by Cemex Operaciones México, S.A. de C.V., Cemex Concretos, S.A. de C.V., Cemex Innovation Holding, Ltd., and Cemex Corp.; and/or |
| (iii) | The Notes. |
“Notes” means any of the following outstanding notes of the Issuer exempt from registration in Mexico with the National Securities Registry and in the United States of America pursuant to Rule 144A and Regulation S under the United States Securities Act of 1933:
| i. | Notes with denominated in Euros at 3.125% (three point one hundred twenty-five percent), issued on March 19, 2019, for an outstanding amount of EUR €400,000,000.00 (four hundred million Euros 00/100), maturing in 2026, which are currently guaranteed by Cemex Operaciones Mexico, S.A. de C.V., Cemex Concretos, S.A. de C.V., Cemex Innovation Holding, Ltd., and Cemex Corp.; |
| ii. | Notes denominated in Dollars at 5.450% (five point four hundred fifty percent), issued on November 19, 2019, for an outstanding amount of USD$753,000,000.00 (seven hundred fifty-three million Dollars 00/100), maturing in 2029, which are currently guaranteed by Cemex Operaciones Mexico, S.A. de C.V., Cemex Concretos, S.A. de C.V., Cemex Innovation Holding, Ltd., and Cemex Corp.; |
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| iii. | Notes denominated in Dollars at 5.200% (five point two hundred percent), issued on September 17, 2020, for an outstanding amount of USD$717,000,000.00 (seven hundred seventeen million Dollars 00/100), maturing in 2030, which are currently guaranteed by Cemex Operaciones Mexico, S.A. de C.V., Cemex Concretos, S.A. de C.V., Cemex Innovation Holding, Ltd., and Cemex Corp.; and |
| iv. | Notes denominated in Dollars at 3.875% (three point eight hundred seventy-five percent), issued on January 12, 2021, for an outstanding amount of USD$1,108,000,000.00 (one billion one hundred eight million Dollars 00/100), maturing in 2031, which are currently guaranteed by Cemex Operaciones Mexico, S.A. de C.V., Cemex Concretos, S.A. de C.V., Cemex Innovation Holding, Ltd., and Cemex Corp. |
The difference between the net proceeds and the amount of the Issue represents the expenses and fees paid by the Issuer in connection with the Issue of the Notes.
| 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 Date of Issue to the date of the full refund of its Nominal Value or Adjusted Nominal Value, as the case may be.
| XVI. | CUSTODIAN. |
This note that covers the Notes will be deposit with Indeval in accordance with the provisions of Article 64 of the LMV.
| XVII. | GUARANTY. |
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 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.
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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, Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva 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. 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.
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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; |
22
| (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.
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) 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.
23
(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; |
| (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. |
24
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.
(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.
25
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.
26
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 19, 2026.
The Issuer
Cemex, S.A.B. de C.V.
| /s/ Fernando Reiter Landa |
||||
| By: Fernando José Reiter Landa | ||||
| Position: Proxy |
The Guarantors
| Cemex Concretos, S.A. de C.V. | Cemex Corp. | |||
| /s/ Fernando Reiter Landa |
/s/ Fernando 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 Reiter Landa |
/s/ Fernando Reiter Landa |
|||
| By: Fernando José Reiter Landa | By: Fernando José Reiter Landa | |||
| Position: Proxy | Position: Proxy | |||
Common Representative of the Holders
Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva
| /s/ Mónica Jiménez Labora Sarabia |
/s/ Alfredo Basurto Dorantes |
|||
| By: Mónica Jiménez Labora Sarabia | By: Alfredo Basurto Dorantes | |||
| Position: Attorney-in-Fact of Common | Position: Attorney-in-Fact of Common | |||
| Representation | Representation |
27
Exhibit 8.1
The following is a list of subsidiaries of Cemex, S.A.B.de C.V. as of December 31, 2025, 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. |
Mexico |
||
| 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 |
Arkik Automation Solutions, S.L.U. |
Spain |
||
| 9 |
Arkik Technologies México, S.A. de C.V. |
Mexico |
||
| 10 |
Arkik USA Corp. |
United States of America |
||
| 11 |
Arkik USA Inc. |
United States of America |
||
| 12 |
Ash Resources Limited |
United Kingdom |
||
| 13 |
Assiut Cement S.A.E. |
Egypt |
||
| 14 |
Atlas Aggregates Limited |
United Kingdom |
||
| 15 |
Atlas Neeif Holdings Limited (Cyprus) |
Cyprus |
||
| 16 |
Atlas Neeif Holdings Limited (United Kingdom) |
United Kingdom |
||
| 17 |
Bahamas Concrete Holdings Limited |
Bahamas |
||
| 18 |
Beijing CXP Import & Export Co., Ltd. |
China |
||
| 19 |
BIM Infraestructura, S.A. de C.V. |
Mexico |
||
| 20 |
Boulton & Paul (Building Services) Limited |
United Kingdom |
||
| 21 |
British Dredging Limited |
United Kingdom |
||
| 22 |
Brooksville PP Assets Holding Company, LLC |
United States of America |
||
| 23 |
Broquers Ambiental, S.A. de C.V. |
Mexico |
||
| 24 |
Bruntingthorpe Gravels Limited |
United Kingdom |
||
| 25 |
Business Material Funding, S.L. |
Spain |
||
| 26 |
Butterley Aggregates Limited |
United Kingdom |
||
| 27 |
Capella Holdings Inc. |
United States of America |
||
| 28 |
Carbonífera de San Patricio, S.A. de C.V. |
Mexico |
||
| 29 |
Caribbean Cement Company Limited |
Jamaica |
||
| 30 |
Carriere De La Plaine D Ay (SAS) |
France |
||
| 31 |
CCL Business Holdings, S.L.U. (Sociedad Unipersonal) |
Spain |
||
| 32 |
Cement Transit Company |
United States of America |
||
| 33 |
Cementi Siciliani S.R.L. |
Italy |
||
| 34 |
Cementilce S.R.L. |
Italy |
||
| 35 |
Cemex & Beuerlein GmbH & Co. KG |
Germany |
||
| 36 |
Cemex & Beuerlein Verwaltungs-GmbH |
Germany |
| 37 |
Cemex (IOM) Limited |
Isle of Man |
||
| 38 |
Cemex (ROI) Limited |
Ireland |
||
| 39 |
Cemex Aditivos México, S.A. de C.V. |
Mexico |
||
| 40 |
Cemex Administraciones Ltda. |
Colombia |
||
| 41 |
Cemex ADMIX USA, LLC |
United States of America |
||
| 42 |
Cemex Admixtures Construction Chemicals Manufacturing LLC |
United Arab Emirates |
||
| 43 |
Cemex Admixtures Czech Republic s.r.o. |
Czech Republic |
||
| 44 |
Cemex admixtures EG |
Egypt |
||
| 45 |
Cemex Admixtures France |
France |
||
| 46 |
Cemex Admixtures Global Holding AG |
Switzerland |
||
| 47 |
Cemex Admixtures GmbH |
Germany |
||
| 48 |
Cemex Admixtures Poland Sp. z o.o. |
Poland |
||
| 49 |
Cemex Admixtures UK Limited |
United Kingdom |
||
| 50 |
Cemex AM Holdings, LLC |
The Netherlands |
||
| 51 |
Cemex Asia B.V. |
The Netherlands |
||
| 52 |
Cemex Asia B.V. Shanghai Representative Office |
China |
||
| 53 |
Cemex Asia Pte. Limited |
Singapore |
||
| 54 |
Cemex Bahamas Ltd. |
Bahamas |
||
| 55 |
Cemex Betons Ile De France (Sas) |
France |
||
| 56 |
Cemex Betons Nord Ouest (Sas) |
France |
||
| 57 |
Cemex Betons Rhone Alpes (Sas) |
France |
||
| 58 |
Cemex Betons Sud Est |
France |
||
| 59 |
Cemex Betons Sud Ouest |
France |
||
| 60 |
Cemex Betons Sud Ouest II |
France |
||
| 61 |
Cemex BH d.o.o. |
Bosnia and Herzegovina |
||
| 62 |
Cemex Caracolito S.A. |
Colombia |
||
| 63 |
Cemex Caribbean, LLC |
United States of America |
||
| 64 |
Cemex Caribe, S.A. |
Panama |
||
| 65 |
Cemex Cement of Louisiana, Inc. |
United States of America |
||
| 66 |
Cemex Central Europe GmbH |
Germany |
||
| 67 |
CEMEX CEYLON (PRIVATE) LIMITED |
Sri Lanka |
||
| 68 |
Cemex Clemencia S.A.S. |
Colombia |
||
| 69 |
Cemex Colombia S.A. |
Colombia |
||
| 70 |
Cemex Concrete, S.A. |
Haiti |
||
| 71 |
Cemex Concreto S.A. |
Colombia |
||
| 72 |
Cemex Concretos, Inc. |
Puerto Rico |
||
| 73 |
Cemex Concretos, S.A. de C.V. |
Mexico |
||
| 74 |
Cemex Construction Materials Atlantic, LLC |
United States of America |
||
| 75 |
Cemex Construction Materials Florida, LLC |
United States of America |
||
| 76 |
Cemex Construction Materials Houston, LLC |
United States of America |
||
| 77 |
Cemex Construction Materials Pacific, LLC |
United States of America |
||
| 78 |
Cemex Construction Materials South, LLC |
United States of America |
2
| 79 |
Cemex Corp. |
United States of America |
||
| 80 |
CEMEX Czech Republic, s.r.o. |
Czech Republic |
||
| 81 |
Cemex de Puerto Rico, Inc. |
Puerto Rico |
||
| 82 |
Cemex Denmark ApS |
Denmark |
||
| 83 |
Cemex Deutschland AG |
Germany |
||
| 84 |
Cemex Egypt for Distribution S.A.E |
Egypt |
||
| 85 |
Cemex Egypt Solutions |
Egypt |
||
| 86 |
Cemex Energía Desarrollos, S.A.P.I. de C.V. |
Mexico |
||
| 87 |
Cemex Energía, S.A.P.I. de C.V. |
Mexico |
||
| 88 |
Cemex Energy S.A.S. E.S.P |
Colombia |
||
| 89 |
Cemex España Aditivos, S.L.U. |
Spain |
||
| 90 |
Cemex España Gestión y Servicios, S.L. |
Spain |
||
| 91 |
Cemex España Operaciones, S.L.U. |
Spain |
||
| 92 |
Cemex España, S.A. |
Spain |
||
| 93 |
Cemex Falcon L.L.C. |
United Arab Emirates |
||
| 94 |
Cemex Foundation |
United States of America |
||
| 95 |
Cemex France |
France |
||
| 96 |
Cemex France 9 |
France |
||
| 97 |
Cemex France Services |
France |
||
| 98 |
Cemex Global Sourcing, Inc. |
United States of America |
||
| 99 |
Cemex Granulats (Sa) |
France |
||
| 100 |
Cemex Granulats Rhone Mediterrannee (Sas) |
France |
||
| 101 |
Cemex Granulats Sud Ouest (Sas) |
France |
||
| 102 |
Cemex Heim RC-Baustoffe GmbH & Co. KG |
Germany |
||
| 103 |
Cemex Holdings (Israel) Ltd. |
Israel |
||
| 104 |
Cemex Holdings Inc. |
United States of America |
||
| 105 |
Cemex Hrvatska d.d. |
Croatia |
||
| 106 |
Cemex Innovation Holding Ltd. |
Switzerland |
||
| 107 |
Cemex Innovation Holding Ltd. Brugg Branch |
Switzerland |
||
| 108 |
Cemex Internacional, S.A. de C.V. |
Mexico |
||
| 109 |
Cemex International Trading LLC |
United States of America |
||
| 110 |
Cemex Investments Limited |
United Kingdom |
||
| 111 |
Cemex Investments, Inc. |
United States of America |
||
| 112 |
Cemex Jamaica Limited |
Jamaica |
||
| 113 |
Cemex Kies & Splitt GmbH |
Germany |
||
| 114 |
Cemex Kies Mecklenburg-Strelitz GmbH |
Germany |
||
| 115 |
Cemex Kies Rogätz GmbH |
Germany |
||
| 116 |
Cemex Latam Holdings, S.A. |
Spain |
||
| 117 |
Cemex Leasing LLC |
United States of America |
||
| 118 |
Cemex Logistics, s.r.o. |
Czech Republic |
||
| 119 |
Cemex Logistik GmbH |
Germany |
||
| 120 |
Cemex Luxembourg Holdings S.a.r.l. |
Luzembourg |
||
| 121 |
CEMEX Malešice s.r.o. |
Czech Republic |
3
| 122 |
Cemex Management Company LLC |
United States of America |
||
| 123 |
Cemex Management, Inc. |
United States of America |
||
| 124 |
Cemex Marine (Guernsey) PCC Limited |
Guernsey |
||
| 125 |
Cemex Materials Newfoundland, Inc. |
Canada |
||
| 126 |
Cemex Materials, LLC |
United States of America |
||
| 127 |
Cemex Montenegro Ad |
Montenegro |
||
| 128 |
Cemex Mortars USA, LLC |
United States of America |
||
| 129 |
Cemex Nevada, LLC |
United States of America |
||
| 130 |
Cemex Nicaragua, S.A. |
Nicaragua |
||
| 131 |
Cemex NY Corporation |
United States of America |
||
| 132 |
Cemex Operaciones México, S.A. de C.V. |
Mexico |
||
| 133 |
Cemex Paving Solutions Limited |
United Kingdom |
||
| 134 |
Cemex Perú, S.A. |
Peru |
||
| 135 |
Cemex Polska Sp. z o.o. |
Poland |
||
| 136 |
Cemex Premezclados de Colombia S.A. |
Colombia |
||
| 137 |
Cemex Ready Mix for Ready Concrete, S.A.E |
Egypt |
||
| 138 |
Cemex Readymix East Anglia Limited |
United Kingdom |
||
| 139 |
Cemex Sand, k.s. |
Czech Republic |
||
| 140 |
Cemex Santa Rosa S.A. |
Colombia |
||
| 141 |
Cemex Scottish Investments Limited |
United Kingdom |
||
| 142 |
Cemex Scottish Limited Partnership |
United Kingdom |
||
| 143 |
Cemex Seament Limited |
United Kingdom |
||
| 144 |
Cemex Services Group s.r.o. |
Czech Republic |
||
| 145 |
Cemex Shared Service Centre Limited Liability Company |
Hungary |
||
| 146 |
Cemex Soluciones S.A.S. En Liquidación |
Colombia |
||
| 147 |
Cemex Southeast Holdings LLC |
United States of America |
||
| 148 |
Cemex Southeast LLC |
United States of America |
||
| 149 |
Cemex SRB d.o.o. |
Serbia |
||
| 150 |
Cemex Steel Framing, Inc. |
United States of America |
||
| 151 |
Cemex Südostbayern GmbH & Co. KG |
Germany |
||
| 152 |
CEMEX Südostbayern Verwaltungs-GmbH |
Germany |
||
| 153 |
Cemex Supermix L.L.C. |
United Arab Emirates |
||
| 154 |
Cemex SW Florida Limestone Holdings, LLC |
United States of America |
||
| 155 |
Cemex SW Florida Sand Holdings, LLC |
United States of America |
||
| 156 |
Cemex Topmix L.L.C. |
United Arab Emirates |
||
| 157 |
Cemex Trading, LLC |
United States of America |
||
| 158 |
Cemex Transporte, Inc. |
Puerto Rico |
||
| 159 |
Cemex Transporte, S.A. de C.V. |
Mexico |
||
| 160 |
Cemex Transportes de Colombia S.A. |
Colombia |
||
| 161 |
Cemex Trockenmörtel GmbH |
Germany |
||
| 162 |
Cemex Trucking, Inc. |
United States of America |
||
| 163 |
Cemex UK |
United Kingdom |
4
| 164 |
Cemex UK Cement Limited |
United Kingdom |
||
| 165 |
Cemex UK Executives Pension Trust Limited |
United Kingdom |
||
| 166 |
Cemex UK Logistics Limited |
United Kingdom |
||
| 167 |
Cemex UK Marine Limited |
United Kingdom |
||
| 168 |
Cemex UK Materials Limited |
United Kingdom |
||
| 169 |
Cemex UK Money Purchase Pension Trust Limited |
United Kingdom |
||
| 170 |
Cemex UK Operations Limited |
United Kingdom |
||
| 171 |
Cemex UK Pension Trust Limited |
United Kingdom |
||
| 172 |
Cemex UK Properties Limited |
United Kingdom |
||
| 173 |
Cemex UK Services Limited |
United Kingdom |
||
| 174 |
Cemex Urbanization Solutions France |
France |
||
| 175 |
Cemex US Holdings B.V. |
The Netherlands |
||
| 176 |
Cemex Ventures B.V. |
The Netherlands |
||
| 177 |
Cemex Ventures España, S.L.U. |
Spain |
||
| 178 |
Cemex Ventures, Inc. |
United States of America |
||
| 179 |
Cemex Vivienda, S.A. de C.V. |
Mexico |
||
| 180 |
Cemex Zement GmbH |
Germany |
||
| 181 |
Cemex, Inc. |
United States of America |
||
| 182 |
Central de Mezclas S.A. |
Colombia |
||
| 183 |
Chantiers De La Haute Seine (Sas) |
France |
||
| 184 |
Chelmski Cement Sp. z o.o. |
Polands |
||
| 185 |
Chemocrete Ltd. |
Israel |
||
| 186 |
Ciment La Pierre, S.A. |
Haiti |
||
| 187 |
Ciments Blancs Du Maroc, S.A. |
Morocco |
||
| 188 |
Combined Management Services Corporation Limited |
United Kingdom |
||
| 189 |
Comercializadora Construrama, S.A. de C.V. |
Mexico |
||
| 190 |
Construcción Digital Keobra, S.L.U. |
Spain |
||
| 191 |
Construhub, S.A. de C.V. |
Mexico |
||
| 192 |
Construrama Puerto Rico LLC |
Puerto Rico |
||
| 193 |
Construrama Supply, S.A. de C.V. |
Mexico |
||
| 194 |
Construtodo, Inc. |
United States of America |
||
| 195 |
Corporación Cementera Latinoamericana, S.L.U. |
Spain |
||
| 196 |
Couch Aggregates, LLC |
United States of America |
||
| 197 |
CX Agencia, Agente de Seguros y de Fianzas, S.A. de C.V. |
Mexico |
||
| 198 |
CxNetworks N.V. |
The Netherlands |
||
| 199 |
DALMACIJACEMENT d.o.o. |
Croatia |
||
| 200 |
Desarrollos Multiples Insulares, Inc. |
Puerto Rico |
||
| 201 |
Diamante Transportes Ltda. En Liquidación |
Colombia |
||
| 202 |
DMK Donaumoos Kies GmbH & Co. KG |
Germany |
||
| 203 |
DMK Donaumoos Kies Verwaltungs-GmbH |
Germany |
||
| 204 |
Drome Ardeche Granulats (Snc) |
France |
5
| 205 |
EcoWasteEnergy s.r.o. |
Czech Republic |
||
| 206 |
Eitan Beton (1993) Ltd. |
Israel |
||
| 207 |
El Carmen Land and Conservation Company, LLC |
United States of America |
||
| 208 |
ELEGOHOUSE, s.r.o. |
Czech Republic |
||
| 209 |
Elmontaser for ready mix |
Egypt |
||
| 210 |
Environmental Enhancement Group |
United States of America |
||
| 211 |
Eólica de Guadalupe, S. de R.L. de C.V. |
Mexico |
||
| 212 |
Especialistas en Corredores Viales, S.A. de C.V. |
Mexico |
||
| 213 |
Falcon Re Ltd. |
Barbados |
||
| 214 |
FN Asset Purchase LLC |
United States of America |
||
| 215 |
France Liants (Sas) |
France |
||
| 216 |
Fujur, S.A. de C.V. |
Mexico |
||
| 217 |
Gasoductos de Anáhuac, S.A.P.I. de C.V. |
Mexico |
||
| 218 |
Gasolux, S.A.P.I. de C.V. |
Mexico |
||
| 219 |
Gie De Saint Julien Et De Saint Elix Le Chateau (Gie) |
France |
||
| 220 |
Gillingham Portland Cement Company Limited |
United Kingdom |
||
| 221 |
Guernsey Stone Company |
United States of America |
||
| 222 |
Hall & Ham River Limited |
United Kingdom |
||
| 223 |
Hall Aggregates (South Coast) Limited |
United Kingdom |
||
| 224 |
Hall Aggregates Limited |
United Kingdom |
||
| 225 |
Hogan Island Limestone, LLC |
United States of America |
||
| 226 |
Hyde-Crete Limited |
United Kingdom |
||
| 227 |
Inmobiliaria Ferri, S.A. de C.V. |
Mexico |
||
| 228 |
Immokalee Sand, LLC |
United States of America |
||
| 229 |
Interamerican Investments, Inc. |
United States of America |
||
| 230 |
Inversiones Behalde, SRL |
Dominican Republic |
||
| 231 |
Inversiones Secoya, Sociedad Anónima |
Nicaragua |
||
| 232 |
Island Cement Company Limited |
Bahamas |
||
| 233 |
John Carr (SBK) Limited |
United Kingdom |
||
| 234 |
Kadmani Readymix Concrete Ltd. |
Israel |
||
| 235 |
Kamenolomy Mítov a Smrčí s.r.o. |
Czech Republic |
||
| 236 |
Kiesel Bauchemie GmbH & Co. Kommanditgesellschaft |
Germany |
||
| 237 |
Kiesel Polska sp. z o.o. |
Poland |
||
| 238 |
Kiesel s.a r.l. |
France |
||
| 239 |
Kiesel s.r.o. |
Poland |
||
| 240 |
Kiesel Verwaltungsgesellschaft mit beschränkter Haftung |
Germany |
||
| 241 |
Kieswerk GmbH - Immelborn |
Germany |
||
| 242 |
Kieswerk Wernshausen GmbH & Co. KG |
Germany |
||
| 243 |
Kieswerk Wernshausen Verwaltungs-GmbH |
Germany |
6
| 244 |
Le Ciment du Nord |
Haiti |
||
| 245 |
Lime & Stone Production Company Ltd. |
Israel |
||
| 246 |
Lomez International B.V |
The Netherlands |
||
| 247 |
Louisville Cement Assets Transition Company |
United States of America |
||
| 248 |
LV Western Mining Claims, LLC |
United States of America |
||
| 249 |
Maksimir Cement d.o.o. |
Croatia |
||
| 250 |
Marana Golf Inc. |
United States of America |
||
| 251 |
Maya-Belize Cement Limited |
Belize |
||
| 252 |
Menkent, S. de R.L. de C.V. |
Mexico |
||
| 253 |
Mercis, S.A. de C.V. |
Mexico |
||
| 254 |
Mexam Trade, Inc. |
United States of America |
||
| 255 |
MILI, L.L.C. |
United States of America |
||
| 256 |
Mineral And Energy Resources (UK) Limited |
United Kingdom |
||
| 257 |
Mineral Resource Technologies, Inc. |
United States of America |
||
| 258 |
Mixbeton Vermögensgesellschaft mbH & Co. KG |
Germany |
||
| 259 |
Mojave Northern Railroad Company |
United States of America |
||
| 260 |
Neoris Venezuela C.A. |
Venezuela |
||
| 261 |
Net Cx, S.A. de C.V. |
Mexico |
||
| 262 |
New Line Transport, LLC |
United States of America |
||
| 263 |
NL Transport West, LLC |
United States of America |
||
| 264 |
North West Aggregates Limited |
United Kingdom |
||
| 265 |
Northern Aggregates Limited |
United Kingdom |
||
| 266 |
Northwest Materials Holding Company |
United States of America |
||
| 267 |
Obrayuda, S.A. de C.V. |
Mexico |
||
| 268 |
OXI, L.L.C. |
United States of America |
||
| 269 |
Pace Desarrollos Energéticos, S. de R.L. de C.V. |
Mexico |
||
| 270 |
Pacific Rock Products Trucking, L.L.C. |
United States of America |
||
| 271 |
Pacific Rock Products, L.L.C. |
United States of America |
||
| 272 |
Premier Holding Company, LLC |
United States of America |
||
| 273 |
Premix-Readymix Concrete Industries |
Israel |
||
| 274 |
Pro Ambiente, S.A. de C.V. |
Mexico |
||
| 275 |
Procon Readymix Limited |
United Kingdom |
||
| 276 |
ProStein GmbH & Co. KG |
Germany |
||
| 277 |
ProStein Verwaltungs-GmbH |
Germany |
||
| 278 |
Proveedora Mexicana de Materiales, S.A. de C.V. |
Mexico |
||
| 279 |
Qualion Asesores de Seguros Limitada |
Colombia |
||
| 280 |
Quarzsandwerk Wellmersdorf GmbH & Co. KG |
Germany |
||
| 281 |
Quarzsandwerk Wellmersdorf Verwaltungs-GmbH |
Germany |
||
| 282 |
R.M.C. Engineering & Transport Limited |
United Kingdom |
||
| 283 |
RC-Baustoffe Berlin Verwaltung GmbH |
Germany |
||
| 284 |
Ready Mix USA, LLC |
United States of America |
||
| 285 |
Ready Mixed Concrete (London) Limited |
United Kingdom |
||
| 286 |
Ready Mixed Concrete (Wales) Limited |
United Kingdom |
7
| 287 |
Ready Mixed Concrete (Western) Limited |
United Kingdom |
||
| 288 |
Readymix - Shtang Recycle Israel Ltd. |
Israel |
||
| 289 |
Readymix (West Indies) Limited |
Trinidad and Tobago |
||
| 290 |
Readymix Concrete Products (Israel) Ltd. |
Israel |
||
| 291 |
Readymix Industries (Israel) Ltd. |
Israel |
||
| 292 |
Readymix Kinneret Partnership |
Israel |
||
| 293 |
Readymix Limited |
Ireland |
||
| 294 |
Readymix Management Services Limited |
Jersey |
||
| 295 |
Readymix Materials Holdings, LLC |
United States of America |
||
| 296 |
Readymix Tlalim Partnership |
Israel |
||
| 297 |
Readymix Transportbeton Gesellschaft mit beschränkter Haftung Berlin |
Germany |
||
| 298 |
Reciklator d.o.o. |
Croatia |
||
| 299 |
Red Rock of Minnesota, Inc. |
United States of America |
||
| 300 |
Regenera Colombia S.A.S. |
Colombia |
||
| 301 |
Reservas Ecológicas Sustentables La Laguna, S.A. de C.V. |
Mexico |
||
| 302 |
Rinker Jamaica Limited |
United States of America |
||
| 303 |
RMC (GM) No 7 Limited |
United Kingdom |
||
| 304 |
RMC (HW) No 1 Limited |
United Kingdom |
||
| 305 |
RMC Aggregates (Greater London) Limited |
United Kingdom |
||
| 306 |
RMC Environmental Services Limited |
United Kingdom |
||
| 307 |
RMC Europe Limited |
United Kingdom |
||
| 308 |
RMC Explorations Limited |
United Kingdom |
||
| 309 |
RMC Finance Limited |
United Kingdom |
||
| 310 |
RMC Holdings B.V. |
The Netherlands |
||
| 311 |
RMC Logistics Eastern Limited |
United Kingdom |
||
| 312 |
RMC Logistics North East Limited |
United Kingdom |
||
| 313 |
RMC Logistics Northern Limited |
United Kingdom |
||
| 314 |
RMC Logistics Scotland Limited |
United Kingdom |
||
| 315 |
RMC Logistics South East Limited |
United Kingdom |
||
| 316 |
RMC Logistics Western Limited |
United Kingdom |
||
| 317 |
RMC Pacific Materials, LLC |
United States of America |
||
| 318 |
RMC Readymix Limited |
United Kingdom |
||
| 319 |
RMC Russell Limited |
United Kingdom |
||
| 320 |
Roble Re S.L.U. |
Spain |
||
| 321 |
Rockfort Mineral Bath Complex Limited |
Jamaica |
||
| 322 |
Rugby Joinery Limited |
United Kingdom |
||
| 323 |
Russell Concrete Products Limited |
United Kingdom |
||
| 324 |
Russell Developments Limited |
United Kingdom |
||
| 325 |
Russell Minerals (Pennsylvania), Inc. |
United States of America |
||
| 326 |
Russell Minerals Fayette, Inc |
United States of America |
||
| 327 |
Russell Minerals West Frankfort, Inc. |
United States of America |
8
| 328 |
Russell Minerals, Inc. |
United States of America |
||
| 329 |
Savar Investments |
Cayman Islands |
||
| 330 |
SCI Chateauneuf du Rhone (SCI) |
France |
||
| 331 |
SCI Des Hauts Terriers (SCI) |
France |
||
| 332 |
Servicios para la Autoconstrucción, S.A. de C.V. |
Mexico |
||
| 333 |
Servicios Profesionales Cemex, S.A. de C.V. |
Mexico |
||
| 334 |
Servicios Promexma, S.A. de C.V. |
Mexico |
||
| 335 |
Sierra Trading |
Cayman Islands |
||
| 336 |
Sinergia Deportiva, S.A. de C.V. |
Mexico |
||
| 337 |
Soldi CP, S. de R.L. de C.V. |
Mexico |
||
| 338 |
South Coast Shipping Company (Crewing Services) Limited |
United Kingdom |
||
| 339 |
Southington Limited |
Bahamas |
||
| 340 |
Steinbruch Oberottendorf GmbH |
Germany |
||
| 341 |
Stone Ltd. |
Israel |
||
| 342 |
Sunbelt Investments Inc. |
United States of America |
||
| 343 |
Sunbelt Trading, SRL |
Dominican Republic |
||
| 344 |
Sunbulk Shipping Limited |
Barbados |
||
| 345 |
Sunbulk Shipping, S.L.U. |
Spain |
||
| 346 |
Superquímicos de Centroamérica, S. A. |
Panama |
||
| 347 |
Taos Mining & Trading Company Ltd. |
|||
| 348 |
TBM Transportbeton Verwaltungs-GmbH, Mallersdorf |
Germany |
||
| 349 |
TCL (Nevis) Limited |
Nevis |
||
| 350 |
TCL Guyana Inc. |
Guyana |
||
| 351 |
TCL Leasing Limited |
Trinidad and Tobago |
||
| 352 |
TCL Ponsa Manufacturing Limited |
Trinidad and Tobago |
||
| 353 |
TCL Trading Limited |
Anguilla |
||
| 354 |
Tecnologías de Recursos Minerales, S.A. de C.V. |
Mexico |
||
| 355 |
Teg Energía, S.A. de C.V. |
Mexico |
||
| 356 |
Terra Expertis (Sas) |
France |
||
| 357 |
TGI Concrete Solutions Inc. |
Guyana |
||
| 358 |
The Barrington Light Railway Company |
United Kingdom |
||
| 359 |
The Rugby Group Limited |
United Kingdom |
||
| 360 |
Torino Re Ltd. |
Barbados |
||
| 361 |
Transenergy Dominicana, S.R.L. |
Dominican Republic |
||
| 362 |
Transmobil Baustoff GmbH |
Germany |
||
| 363 |
Transportbeton Hütten GmbH & Co. KG |
Germany |
||
| 364 |
Transportbeton Hütten Verwaltungs GmbH |
Germany |
||
| 365 |
Transport-Beton Ingolstadt Gesellschaft mit beschränkter Haftung |
Germany |
||
| 366 |
Transport-Beton Ingolstadt GmbH & Co. Kommanditgesellschaft |
Germany |
9
| 367 |
Tricap Investments I-A, LLC |
United States of America |
||
| 368 |
Tricap Option Fund A, LLC |
United States of America |
||
| 369 |
Trinidad Cement Limited |
Trinidad and Tobago |
||
| 370 |
TTLI Trading Limited |
Barbados |
||
| 371 |
Twin Mountain Rock Company |
United States of America |
||
| 372 |
VAPPS, LLC |
United States of America |
||
| 373 |
VMB Vertriebsgesellschaft Mineralische Baustoffe mbH |
Germany |
||
| 374 |
Western Equipment Co. |
United States of America |
||
| 375 |
Western Rail Road Company |
United States of America |
||
| 376 |
Wettern Brothers Limited |
United Kingdom |
||
| 377 |
William Cooper & Sons (Dredging) Limited |
United Kingdom |
||
| 378 |
Wotton Roadstone Limited |
United Kingdom |
||
| 379 |
Zona Franca Especial Cementera del Magdalena Medio S.A.S. (ZOMAM S.A.S.) |
Colombia |
10
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, 2025, 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 24, 2026 | 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, 2025, 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 24, 2026 | 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, 2025, 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 24, 2026 | 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, 2025, 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 24, 2026 | 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 24, 2026, 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 24, 2026
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, 2025. The data was compiled primarily from the data maintained on MSHA’s public website, the Mine Data Retrieval System (“MDRS”), as of March 7, 2026. 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 |
Received |
||||||||||||||||||||||||
| 4102885 | Balcones Plant | 0 | 0 | 0 | 0 | 0 | 68645 | 0 | no | no | ||||||||||||||||||||||||
| 4100994 | Balcones Quarry | 4 | 1 | 0 | 0 | 0 | 22587 | 0 | no | no | ||||||||||||||||||||||||
| 0405701 | Black Mountain Quarry | 12 | 0 | 0 | 0 | 0 | 39302 | 0 | no | no | ||||||||||||||||||||||||
| 0800024 | Brooksville Quarry | 0 | 0 | 0 | 0 | 0 | 151 | 0 | no | no | ||||||||||||||||||||||||
| 0801287 | Brooksville South Cement Plant | 33 | 1 | 0 | 0 | 1 | 354683 | 0 | no | no | ||||||||||||||||||||||||
| 0402763 | Cache Creek Quarry | 0 | 0 | 0 | 0 | 0 | 1190 | 0 | no | no | ||||||||||||||||||||||||
| 0200988 | CEMEX – 19th Ave | 2 | 0 | 0 | 0 | 0 | 3660 | 0 | no | no | ||||||||||||||||||||||||
| 0201249 | CEMEX – Globe/Bixby | 1 | 0 | 0 | 0 | 0 | 621 | 0 | no | no | ||||||||||||||||||||||||
| 0202849 | CEMEX – Prescott/Fain | 0 | 0 | 0 | 0 | 0 | 151 | 0 | no | no | ||||||||||||||||||||||||
| 0202753 | CEMEX – West Valley | 0 | 0 | 0 | 0 | 0 | 151 | 0 | no | no | ||||||||||||||||||||||||
| 0400173 | Clayton Plant | 0 | 0 | 0 | 0 | 0 | 319 | 0 | no | no | ||||||||||||||||||||||||
| 0900053 | Clinchfield Plant | 10 | 0 | 0 | 0 | 0 | 35088 | 0 | no | no | ||||||||||||||||||||||||
| 3800127 | Deerfield Sand | 0 | 0 | 0 | 0 | 0 | 151 | 0 | no | no | ||||||||||||||||||||||||
| 0100016 | Demopolis Plant Cemex Inc | 3 | 0 | 0 | 0 | 0 | 14442 | 0 | no | no | ||||||||||||||||||||||||
| 0401891 | Eliot Plant | 0 | 0 | 0 | 0 | 0 | 4113 | 0 | no | no | ||||||||||||||||||||||||
| 0800519 | FEC Quarry | 2 | 0 | 0 | 0 | 0 | 3073 | 1 | no | no | ||||||||||||||||||||||||
| 4000840 | Knoxville Cement Plant | 6 | 0 | 0 | 0 | 0 | 9084 | 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 |
Received |
||||||||||||||||||||||||
| 0801015 | Krome Quarry |
1 | 0 | 0 | 0 | 0 | 517 | 0 | no | no | ||||||||||||||||||||||||
| 0500344 | Lyons Cement Plant Cemex Inc |
6 | 0 | 0 | 0 | 0 | 75456 | 0 | no | no | ||||||||||||||||||||||||
| 0405216 | Lytle Creek Pit |
0 | 0 | 0 | 0 | 0 | 302 | 0 | no | no | ||||||||||||||||||||||||
| 0800046 | Miami Cement Plant |
8 | 0 | 0 | 0 | 0 | 17586 | 0 | no | no | ||||||||||||||||||||||||
| 0401897 | Rockfield Plant |
0 | 0 | 0 | 0 | 0 | 1510 | 0 | no | no | ||||||||||||||||||||||||
| 0800075 | St Catherine Mine |
1 | 0 | 0 | 0 | 0 | 432 | 0 | no | no | ||||||||||||||||||||||||
| 0400281 | Victorville Cement Plant |
8 | 0 | 0 | 0 | 0 | 46461 | 0 | no | no | ||||||||||||||||||||||||
| 0900912 | Union Sand |
0 | 0 | 0 | 0 | 0 | 151 | 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, 2025.
| Mine ID |
Mine or Operating Name |
Legal Actions Pending as of Last Day of Period (#)(9) |
Legal Actions Initiated During Period (#) |
Legal Actions Resolved During Period (#) |
||||||||||||||||||||||||||||||
| Contests of Citations /Orders (10) |
Contests of Proposed Penalties (10) |
Complaints for Compensation |
Complaints of Discharge / Discrimination / Interference |
Application for Temporary Relief |
Appeals to FMSHRC |
|||||||||||||||||||||||||||||
| 4100994 | Balcones Quarry | 7 | 7 | 0 | 0 | 0 | 0 | 7 | 3 | |||||||||||||||||||||||||
| 0103539 | Brierfield | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1 | |||||||||||||||||||||||||
| 0801287 | Brooksville South Cement Plant | 87 | 87 | 0 | 1 | 0 | 0 | 87 | 22 | |||||||||||||||||||||||||
| 0900053 | Clinchfield Plant | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3 | |||||||||||||||||||||||||
| 4000840 | Knoxville Cement Plant | 14 | 14 | 0 | 0 | 0 | 0 | 12 | 0 | |||||||||||||||||||||||||
| 0500344 | Lyons Cement Plant Cemex Inc | 0 | 0 | 0 | 0 | 0 | 0 | 2 | 2 | |||||||||||||||||||||||||
| 0404869 | Redlands Quarry | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2 | |||||||||||||||||||||||||
| (9) | 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. |
| (10) | 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 February 4, 2026.
© 2026. Cemex, S.A.B. de C.V. All rights reserved.
INDEX
| 1. | POLICY STATEMENT |
3 | ||||
| 2. |
POLICY INTERPRETATION, ENFORCEMENT AND ADMINISTRATION |
4 | ||||
| 3. |
GENERAL PROVISIONS |
4 | ||||
| 3.1. DEFINITIONS |
4 | |||||
| 3.2. INSIDER TRADING, TRANSACTIONS WITH CEMEX SECURITIES AND OTHER GUIDELINES |
9 | |||||
| ARTICLE 1. COMPLIANCE |
9 | |||||
| ARTICLE 2. GENERAL TRADING RESTRICTIONS |
9 | |||||
| ARTICLE 3. TRADING WHEN IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION IS PROHIBITED |
9 | |||||
| ARTICLE 4. STOCK COMPENSATION PLANS |
10 | |||||
| ARTICLE 5. INTERNAL DISCLOSURE OBLIGATIONS |
10 | |||||
| ARTICLE 6. CERTAIN RESTRICTIONS AND REPORTING REQUIREMENTS |
12 | |||||
| ARTICLE 7. INTERNAL CONTROL MECHANISMS |
14 | |||||
| ARTICLE 8. DISCLOSURE OF INFORMATION: HANDLING OF MATERIAL NON-PUBLIC INFORMATION |
17 | |||||
| ARTICLE 9. QUIET PERIODS OR BLACK-OUT PERIODS |
18 | |||||
| 3.3. AMENDMENTS AND WAIVERS |
19 | |||||
| 3.4. NON-COMPLIANCE PROCESS AND REPORTING |
19 | |||||
| 3.5. NO RETALIATION |
19 | |||||
| 3.6. TRAININGS, AUDITS AND OTHER MEASURES |
17 | |||||
| EXHIBIT A |
22 | |||||
| EXHIBIT B |
23 | |||||
| EXHIBIT C |
24 | |||||
| EXHIBIT D |
26 | |||||
1. POLICY STATEMENT
Applicable securities laws and regulations prohibit Trading in 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 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 regulatory authorities concentrate their efforts on persons 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.
Pursuant to the proposal of the Chief Executive Officer of Cemex and the Corporate Practices and Finance Committee of Cemex, the Board of Directors of Cemex 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”), members of the Board of Directors of any Affiliate of Cemex (“Affiliate BODM”), Cemex’s Senior Management and Employees of the Cemex Group to avoid the consequences associated with violations of insider trading laws and regulations; | |
|
|
Prevent improper conduct, including the appearance of improper conduct, on the part of the Cemex Group, or anyone employed by or associated with the Cemex Group, not just so-called “Insiders”; | |
|
|
Promote following of and compliance with the principles of transparency in the execution of transactions, equal opportunities in the markets, protecting the confidence in the stock market, observation of good practices in securities markets, absence of conflicts of interest, and prevention of wrong behaviors based on the use of Confidential Information or Material Non-Public Information; and | |
|
|
Promote compliance with control and/or reporting mechanisms contemplated for the Cemex Group, Cemex BODM, Affiliate 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 compliance with applicable securities laws and regulations. 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 the Cemex Group, 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, including but not limited to the Guidelines, is mandatory for Cemex BODM, Affiliate BODM, Cemex’s Senior Management and Employees, regardless of where they reside or conduct business.
3
2. POLICY INTERPRETATION, ENFORCEMENT AND ADMINISTRATION
This Policy, as amended and restated, was approved by the Cemex Board of Directors in the terms proposed by the Chief Executive Officer of Cemex and the Corporate Practices and Finance Committee of Cemex. Among other matters, this Policy contains the Guidelines to be followed when Trading.
The parties involved in the application, administration, and enforcement of this Policy and supervision of compliance with the Guidelines are the following:
| 1. | The Cemex Senior Vice President of Legal; |
| 2. | The Cemex Legal Corporate Finance Department; and |
| 3. | 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 or the Cemex Legal Corporate Finance Department for guidance. The Cemex Senior Vice President of Legal will have the ultimate responsibility for the interpretation of this Policy after consulting with the Cemex Legal Corporate Finance Department, 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 regarding Trading with Cemex Securities or other securities, such person shall hire their own advisors or consultants (legal, financial, accounting, tax, etc.) 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 Legal Corporate Finance Department to provide guidance to any such person, without any liability to any Cemex Group company, including but not limited to information guidelines to allow persons subject to this Policy to obtain knowledge of the securities laws and regulations that are applicable when Trading with securities.
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 person, another corporation, limited liability company, trust, joint venture, association, company, partnership, or other person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the corporation, limited liability company, trust, joint venture, association, company, partnership, or other person in question. For purposes of this definition, “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the ability of a person or group of persons to, directly or indirectly, through the holding of securities, by contract or otherwise, execute any of the following acts: a) determine the decisions of the general shareholders’ meeting or equivalent governing body of a person; b) appoint or remove the majority of the directors, managers or other persons exercising similar functions in respect of a person; c) hold rights allowing to exercise the vote in respect of more than 50% of the capital stock of a person; or d) direct the management, strategy or main policies of a person. |
| • | “Business Unit” means any area of the Cemex Group 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. |
4
| • | “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. |
| • | “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 Legal Corporate Finance Department” means Cemex’s Legal Corporate Finance 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 regarding general corporate finance matters and compliance with CNBV, BMV and SEC regulations, and in general with securities, stock markets and capital markets regulations. |
| • | “Cemex Group” means Cemex and its Affiliates. |
| • | “Cemex Internal Audit Department” means the Cemex’s Corporate Internal Audit 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 region, country or Business Unit or any other local department which may in the future exercise similar functions in relation to the matters covered herein. |
| • | “Cemex Section 16 Insider” means any Cemex BODM or Cemex Section 16 Officer. |
| • | “Cemex Section 16 Officer” means any officer of Cemex who is subject to reporting obligations under Section 16(a) of the Securities Exchange Act of 1934. |
| • | “Cemex Securities” means, as applicable, the shares, notes, debentures, bonds, warrants, certificates, promissory notes, bills of exchange, and other securities issued by Cemex or any of Cemex’s Affiliates, registered or not in any registry, capable of circulating in an exchange at a given time, which are issued in series or in mass and represent the capital stock, a proportional part of a good or the participation in a collective credit or any individual credit right of or against Cemex or the corresponding Affiliate, in the terms of applicable national or foreign laws and regulations. |
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 (Certificados de Participación Ordinaria, “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 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 or any of Cemex’s Affiliates, Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management and/or Employees. |
5
| • | “Cemex Senior Management” means the senior management of the Cemex Group as identified in Cemex’s annual reports and/or other reports filed with the SEC and the CNBV, and/or any other persons determined by the Cemex Senior Vice President of Legal and ratified by the Cemex Board of Directors. |
| • | “Cemex Senior Vice President of Legal” means the person in charge of the Corporate Legal Department of Cemex, which can include, but not be limited, to general counsel, head of legal, etc. titles or offices, or any other officer or Employee which may in the future exercise similar functions in relation to the matters covered herein. |
| • | “Confidential Information” means information that the Cemex Group 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, or that by its nature is deemed confidential under the Cemex Group’s policies or applicable laws and regulations. |
| • | “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 (e.g., by-laws, articles of incorporation or similar governing documents) of the Cemex Group; and (iv) any applicable Cemex Group internal policies. |
| • | “Guidelines”, refers to the guidelines, policies and control mechanisms required pursuant to Article 4 of the “Disposiciones De Carácter General Aplicables A Las Operaciones Con Valores Que Realicen Los Consejeros, Directivos Y Empleados De Entidades Financieras Y Demás Personas Obligadas” issued by the CNBV or any other guidelines, policies and control mechanisms required under other applicable laws and regulations to Cemex. |
| • | “Insider”, refers to: |
| (a) | Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management and Employees that have 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 Information” means information 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 significantly altering 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, or that applicable laws and regulations identify as such. |
6
Please consider the following:
Information may be Material Information even if it relates to future, speculative or contingent events and even if it is significant only when considered in combination with other information.
Material Information can be positive or negative, and may include 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, spin-offs, reorganizations, tender offers, joint ventures or changes in assets; |
| • | New analyst reports or changes in analyst recommendations or debt ratings; |
| • | Events regarding a company’s securities (e.g., registration processes in any registry, market or Stock Exchange, public offers, acquisitions or sale of the shares of Cemex or any of Cemex’s Affiliates, 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, regulators, the judicial or administrative courts are the ultimate decision-makers about whether something is or is not Material Information, and they usually judge these cases with the benefit of hindsight.
| • | “Material Non-Public Information” means (i) Material Information 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 and regulations identify as such. |
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 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 Material 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. |
| • | “Policy” means this Insider Trading and Transactions with Cemex Securities Policy as may from time to time be changed, amended, restated and/or supplemented. |
7
| • | “Quiet Period” or “Black-Out Period” means the period in which Cemex Securities Transactions are 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 the Cemex Senior Vice President of Legal through any communication channel of the Cemex Group 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, unless informed otherwise through any communication channel of the Cemex Group by the Cemex Senior Vice President of Legal or any person designated by the Cemex Vice President of Legal, 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 Cemex or any of Cemex’s Affiliates, any Cemex BODM, Affiliate BODM, Cemex Senior Management and/or Employees that received the Quiet Period or Black-Out Period notice can start Trading on 12:00 AM on Tuesday). |
| • | “Securities-Related Confidential Information” means Material Non-Public Information or Confidential Information related to securities registration processes in any registry, market or Stock Exchange, public offers, acquisitions or sale of Cemex’s own shares. |
| • | “Short Sales” include the following prohibited types of Transactions in Cemex Securities: you may not engage in short sales of Cemex Securities. |
| • | “Stock Compensation Plan” means any stock-based compensation plan implemented by the Cemex Group to eligible participants. |
| • | “Stock Compensation Vehicle” means any trust or similar vehicle capable of Trading in Cemex Securities whose investment decisions are made by Employees and established for the purpose of delivering and/or facilitating the delivery of Cemex Securities as compensation to Employees (or for similar purposes), including without being limited to any trust or similar vehicle that satisfies the conditions set forth in Article 57 of the Mexican Securities Market Law (Ley del Mercado de Valores) or in any other corresponding applicable Article of the Mexican Securities Law (Ley del Mercado de Valores), as amended. |
| • | “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., on which any Cemex Securities are listed at any given time, including but not limited to debt Cemex Securities listed on the Irish Stock Exchange plc and any other exchange on which notes or other securities of any company of the Cemex Group are listed on. |
| • | “Trading”, “Trade”, “Transaction” and “Transact” include (i) the purchase and/or sale of securities by any means, including without being limited to any investment direction under employee benefit plans and/or in the open market; (ii) the exercise of options with an immediate transfer of securities through a broker (“a cashless exercise”); (iii) the execution of any derivatives transaction with securities as the underlying asset; and (iv) other transaction or arrangement, whether or not for value, that directly or indirectly creates, modifies, transfers, or terminates any economic interest in or exposure to a security. |
8
| • | “UDI” means Mexican investment units (unidad de inversión) which are inflation indexed currency units. |
3.2. INSIDER TRADING, TRANSACTIONS WITH CEMEX SECURITIES AND OTHER GUIDELINES
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, and that they do not cause Cemex or Cemex’s Affiliates to 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, Affiliate BODM, Cemex Senior Management member, and Employee must NOT:
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Carry out or cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to carry out any Cemex Securities Transaction when in possession of Material Non-Public Information; |
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Carry out or cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to carry out any Cemex Securities Transaction during a Quiet Period or Black-Out Period; |
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Carry out or cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to carry out any Short Sales involving Cemex Securities; or |
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After carrying out or causing a Cemex Securities Transaction (acquisition or sale), execute or cause an opposite Cemex Securities Transaction (sale or acquisition, as applicable) within a period of 3 (three) months from the corresponding Cemex Securities Transaction. |
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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 or Employee, when in possession of Material Non-Public Information, may only Trade in Cemex Securities under any Stock Compensation Plan, or may only Trade with Cemex, directly or indirectly, Cemex Securities by means of a public offer.
ARTICLE 3. TRADING WHEN IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION IS PROHIBITED
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Except as otherwise stated in this Policy, 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 shall NOT Trade in Cemex Securities and shall NOT cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to 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 or 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, shall NOT Trade in that other company’s securities and shall NOT cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to Trade in that other company’s securities.
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Even after the Material Non-Public Information has become Material Public Information, 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), or any other number of days included in any Quiet Period or Black-Out Period notice, has passed before Trading or causing a Trade 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
| I. | (1) Any Cemex BODM or Cemex Senior Management member must inform the Cemex Senior Vice President of Legal of their intention to (a) Trade in Cemex Securities, or (b) cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to Trade in Cemex Securities, in each case, before Trading or causing a Trade. |
(2) Any Employee must inform the Cemex Senior Vice President of Legal of their intention to cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to Trade in Cemex Securities, before causing a Trade.
| II. | Upon being informed of a potential Trade in Cemex Securities pursuant to I. above, the Cemex Senior Vice President of Legal shall inform the person intending to Trade or cause the Trade in Cemex Securities if Cemex or any of Cemex’s Affiliates has instructed or intends to instruct any Trade in Cemex Securities that may overlap with the intended Trade informed pursuant to I. above. In the affirmative case, the person who informed an intended Trade pursuant to I. above shall abstain from executing any such Trade or causing the execution of any such Trade, unless (a) the Trade instructed or intended to be instructed by Cemex or any of Cemex’s Affiliates would be part of a public offer (for example, purchasing CPOs or ADRs in a public offering by Cemex or selling CPOs or ADRs in a tender offer by Cemex), or (b) the Cemex Senior Vice President of Legal determines that an exemption applies pursuant to applicable laws and regulations. The Cemex Senior Vice President of Legal shall inform the person intending to Trade or cause the Trade in Cemex Securities of any other reason that may make the Trade in question illegal or unadvisable, in which case the Trade shall not be made or caused. |
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| III. | (1) Any Cemex BODM or Cemex Senior Management member must inform the Cemex Senior Vice President of Legal of (a) any Trade in Cemex Securities executed by them, or (b) any Trade in Cemex Securities caused by them to be executed by any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates, in each case, on the same date of the corresponding Trade. |
(2) Any Employee must inform the Cemex Senior Vice President of Legal of any Trade in Cemex Securities caused by them to be executed by any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates, on the same date of the corresponding Trade.
| IV. | When informing of a Trade in Cemex Securities pursuant to the foregoing Section III., the person informing of the Trade in Cemex Securities must provide the following information: (i) whether the Trade in Cemex Securities was made in possession of Securities-Related Confidential Information; (ii) if made in possession of Material Non-Public Information or Securities-Related Confidential Information, whether the Trade in Cemex Securities was made in (a) in violation of, or (b) in reliance of any exemption provided by applicable laws and regulations or this Policy; (c) the details of the Trade in Cemex Securities (type of Trade, type, series, class and number of Cemex Securities involved in the Transaction, date executed, monetary amounts involved and known parties involved in the Cemex Securities Transaction); and (d) any other information requested by the Cemex Senior Vice President of Legal. |
| V. | Any Employee must provide reports each time any such person carries out a Cemex Security Transaction when they have access to Material Non-Public Information or Securities-Related Confidential Information, including when either any such Transaction is executed (a) in violation of, or (b) in reliance of any exemption provided by applicable laws and regulations or this Policy. This report must be sent to the Cemex Senior Vice President of Legal, within 10 (ten) business days following the execution of the operation in question and must include the details of the Cemex Security Transaction (type of Trade, type, series, class and number of Cemex Securities involved in the Transaction, date executed, monetary amounts involved and known parties involved in the Cemex Securities Transaction), as well as any other information requested by the Cemex Senior Vice President of Legal. |
| VI. | Any Transaction reported pursuant to this Article 5 may be reported in the form attached hereto as Exhibit A. The Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal shall review any such reports. |
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ARTICLE 6. CERTAIN RESTRICTIONS AND REPORTING REQUIREMENTS
| Under the Mexican Securities Market Law (Ley del Mercado de Valores) | 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 Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect (i) in January or February of each year under the annual questionnaires sent by Cemex, (ii) no later than the 15th (fifteenth) day of May of each year or (iii) at the request of the Cemex Senior Vice President of Legal, 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 B 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 | SEC Rule 144: 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 a “Rule 144 Affiliate” by the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect 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:
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| 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, |
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| 3. The corresponding seller does not sell more than the “volume limitations” permitted by the rule in any three-month period, and |
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| 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 C 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. |
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| 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. |
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| The Cemex BODM or Senior Management member or any other Employee identified as a “Rule 144 Affiliate” by the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect 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 Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect for guidance. | ||
| Section 16(a): The Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect will be available to assist Cemex Section 16 Insiders (i.e., Cemex BODM and Cemex Section 16 Officers) in preparing and filing the following Section 16 reports, but each individual Cemex Section 16 Insider is solely responsible for the timing and contents of his or her reports: | ||
| • Form 3, Initial Beneficial Ownership Statement. A Form 3 is due within 10 calendar days of becoming a Cemex Section 16 Insider, even if such person does not own any equity Cemex Securities at the time. The Form 3 must disclose such person’s position and ownership of any equity Cemex Securities as of immediately prior to assuming office. |
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| • Form 4, Changes of Beneficial Ownership Statement. A Form 4 is due 10:00 p.m., Eastern, on the second business day following any Transaction by a Cemex Section 16 Insider, whether directly or indirectly, in equity Cemex Securities. While limited reporting exemptions are available, a Cemex Section 16 Insider should assume that a Transaction in equity Cemex Securities would require a Form 4 filing. |
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| • Form 5, Annual Beneficial Ownership Statement. A Form 5 is due within 45 days after the end of Cemex’s fiscal year. A Form 5 would need to be filed if a Cemex Section 16 Insider had any Transaction that was specifically eligible for deferred reporting on Form 5 (such as acquisitions from gifts) or should have been reported during the last fiscal year but were not. A Form 5 need not be filed if all Transactions otherwise reportable have been previously reported (including voluntarily on a Form 4). |
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| The reports described above must also reflect any indirect ownership by Cemex Section 16 Insiders, including all holdings and Transactions by immediate family members living in the Section 16 Insider’s household and any other person or entity over whom the individual exercises influence or control over his, her or its securities Trading decisions. For this purpose, “immediate family” includes a spouse, children, stepchildren, grandchildren, parents, grandparents, stepparents and siblings, including in-laws and adoptive relationships. |
This Article 6 describes certain obligations pursuant to applicable laws and regulations in effect as of the date of issuance of this Policy; however, any person subject to this Policy shall comply with applicable laws and regulations in effect at the given time when Transacting or causing Transactions with Cemex Securities. Cemex BODM, the members of the Board of Directors of any Cemex Group company, Cemex Senior Management and Employees must seek advice when Transacting or causing Transactions 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 Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect in order to maintain a record of the people who have access to Securities-Related Confidential Information or Material Non-Public Information (the “Information Control”).
The Information Control has the objective of identifying and limiting access to Material Non-Public Information and Securities-Related Confidential Information. Therefore, the Information Control requests and records:
| 1. Description of the Material Non-Public Information or the Securities-Related Confidential Information; |
5. Description of the documents accessed orconsulted that contain the Material Non-Public Information or the Securities-Related Confidential Information; |
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| 2. Date, time, form and means by which the Material Non-Public Information or the Securities-Related Confidential Information became known to the person providing the information to the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect; |
6. Name and job title of the person providing the information to the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect; and |
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| 3. Country in which the person providing the information to the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect resides; |
7. Names of other persons who had knowledge of the corresponding Material Non-Public Information or Securities-Related Confidential Information being reported. |
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| 4. Attachments (if applicable) of documents that contain the Material Non-Public Information or the Securities-Related Confidential Information; |
A sample format is attached to this Policy as Exhibit D.
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 Securities-Related Confidential Information to provide the information described above in the Information Control to the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect promptly upon gaining access to the corresponding Material Non-Public Information or Securities-Related Confidential Information. It is the responsibility of the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect 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 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, at least for the period required by applicable laws and regulations.
The Information Control will be under the responsibility of the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect.
The procedures for the effective control of access to Material Non-Public Information and the Securities-Related Confidential Information must ensure the following:
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Allow access to Material Non-Public Information or Securities-Related 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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An effective separation and control are kept with regards to the access of archives that contain Material Non-Public Information or Securities-Related 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 or causing a Trade with Cemex Securities. |
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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 Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect whenever in doubt. No Cemex Group company is responsible or liable 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 Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect so that Cemex can assess its obligations under applicable securities laws and regulations.
ARTICLE 9. QUIET PERIODS OR BLACK-OUT 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 that received any Quiet Period or Black-Out notice 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, unless informed otherwise through any communication channel of the Cemex Group by the Cemex Senior Vice President of Legal or any person designated by the Cemex Vice President of Legal for such effect, at the end of 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. However, for the avoidance of doubt, all Employees, including Employees that did not receive a Quiet Period notice, that have or are in possession of Material Non-Public Information must also not Trade Cemex Securities until such Material Non-Public Information becomes Material Public Information.
For instance, if Cemex publishes its quarterly results on a Thursday before the market opens, the Quiet Period would cover Friday and usually 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 Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect.
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3.3. AMENDMENTS AND WAIVERS
Further to any changes proposed by the Chief Executive Officer of Cemex to the Policy, Cemex’s Board of Directors delegates the authority to amend and update this Policy to the Cemex Senior Vice President of Legal, 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 (i) is not contrary to the current terms of this Policy and (ii) was proposed by the Chief Executive Officer of Cemex. This Policy may otherwise only be amended and updated by Cemex’s Board of Directors following a proposal by Cemex’s Chief Executive Officer.
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 corresponding to Cemex’s Board of Directors.
All changes or amendments to this Policy must be informed to the Cemex Internal Audit 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 Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect.
3.4. NON-COMPLIANCE PROCESS AND REPORTING
Strict compliance with 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 penalties set forth and applicable pursuant to applicable laws and regulations.
The Cemex Group encourages reporting, in good faith, of any violation regarding this Policy or any applicable laws and regulations. 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; |
| • | Cemex Senior Vice President of Legal; 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.
3.6. TRAININGS, AUDITS AND OTHER MEASURES
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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The Cemex Corporate Legal Compliance Department, or the corresponding Cemex Regional Legal Department or Cemex Local Legal Department, may require persons subject to this Policy to acknowledge in writing the existence, their understanding and their acceptance, of this Policy; however, nothing in this Policy requires any Employee or Cemex BODM that has to comply with this Policy to acknowledge in writing the existence, understanding and acceptance of this Policy for the Policy to be binding on them.
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EXHIBITS CONTAINED IN FOLLOWING PAGES
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EXHIBIT A
INTERNAL REPORTING FORM
Date of report:
| Name: | Position: | Date of transaction: | ||
| Type of transaction (sale, purchase, other): | Security traded (including type, series and/or class): | Issuer of the security: | ||
| Price per security: | Volume: | Intermediary or broker: | ||
| Known parties involved in the transaction: | Other relevant information: | |||
Signature:
Name:
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EXHIBIT B
MEXICAN SECURITIES EXCHANGE COMMISSION FORM
(7) ANEXO U
COMISION NACIONAL BANCARIA Y DE VALORES
REPORTE DE OPERACIONES CELEBRADAS CON VALORES OBJETO DE REVELACION
| NOMBRE DE LA EMISORA |
| PERSONA FISICA | ||||
| APELLIDO PATERNO | APELLIDO MATERNO | NOMBRE(S) | ||
| PERSONA MORAL | ||||
| DENOMINACION O RAZON SOCIAL | ||||
| VÍNCULO CON LA EMISORA (Artículo 111 de la Ley del Mercado de Valores) | ||||
| a) Persona que tenga el 10% o más | c) Miembro del consejo de administración | |||
| b) Grupo de personas que tenga el 10% o más | d) Directivo relevante | |||
| OPERACIONES CELEBRADAS | ||||||||
| VALOR (Emisora y Serie) |
TIPO (Enajenación, adquisición) |
FECHA DE CONCERTACIÓN | VOLUMEN | PRECIO | ||||
| FECHA DE ENTREGA DE INFORMACION A CNBV |
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Domicilio para recibir notificaciones de la persona de que se trate o del representante autorizado (calle, número exterior e interior, colonia, delegación o municipio, código postal, ciudad, estadio, pais).
Teléfono: |
NOTA: Tratándose de titulos que incorporen dos o más acciones de una o más series accionarias de la misma Emisora, la información deberá presentarse por cada titulo que las represente y no por las acciones o series accionarias que se amparen en el citado titulo.
El suscrito, bajo protesta de decir verdad, manifiesta que la información y datos contenidos en el presente documento son verdaderos.
NOMBRE Y FIRMA DE: _____________________________________
(la persona de que se trate o representante autorizado)
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 LEGAL CORPORATE FINANCE DEPARTMENT TO ENSURE THAT YOU HAVE THE MOST UP-TO-DATE VERSION.
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EXHIBIT C
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 LEGAL CORPORATE FINANCE DEPARTMENT TO ENSURE THAT YOU HAVE THE MOST UP-TO-DATE VERSION.
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EXHIBIT D
DISCLOSURE FORMAT
To complete the Disclosure Format, please access the following link: https://forms.office.com/Pages/ResponsePage.aspx?id=AZDhbsTQEWvi_8A8W0H4RvzmsqEkk9LvcXGCgyqSU9UMUxFOVlYRlpY MllOVUFLUE1EQjI0RFgyWC4u
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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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