UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2017
Commission File Number: 001-14946
CEMEX, S.A.B. de C.V.
(Translation of Registrant’s name into English)
Avenida Ricardo Margáin Zozaya #325, Colonia Valle del Campestre
San Pedro Garza García, Nuevo León, México 66265
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Contents
| 1. | Press release, dated February 10, 2017, announcing fourth quarter 2016 results for CEMEX Holdings Philippines, Inc., an indirect subsidiary of CEMEX, S.A.B. de C.V. (NYSE:CX). |
| 2. | Fourth quarter 2016 results for CEMEX Holdings Philippines, Inc., an indirect subsidiary of CEMEX, S.A.B. de C.V. (NYSE:CX). |
| 3. | Presentation regarding fourth quarter 2016 results for CEMEX Holdings Philippines, Inc., an indirect subsidiary of CEMEX, S.A.B. de C.V. (NYSE:CX). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, CEMEX, S.A.B. de C.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
CEMEX, S.A.B. de C.V. | ||||||||
| (Registrant) | ||||||||
| Date: | February 10, 2017 |
By: | /s/ Rafael Garza | |||||
| Name: Rafael Garza | ||||||||
| Title: Chief Comptroller | ||||||||
EXHIBIT INDEX
| EXHIBIT NO. |
DESCRIPTION | |
| 1. | Press release, dated February 10, 2017, announcing fourth quarter 2016 results for CEMEX Holdings Philippines, Inc., an indirect subsidiary of CEMEX, S.A.B. de C.V. (NYSE:CX). | |
| 2. | Fourth quarter 2016 results for CEMEX Holdings Philippines, Inc., an indirect subsidiary of CEMEX, S.A.B. de C.V. (NYSE:CX). | |
| 3. | Presentation regarding fourth quarter 2016 results for CEMEX Holdings Philippines, Inc., an indirect subsidiary of CEMEX, S.A.B. de C.V. (NYSE:CX). | |
Exhibit 1
| Media Relations Chito Maniago +632 849 3600 chito.maniago@cemex.com |
Investor Relations Pierre Co +632 849 3600 pierre.co@cemex.com |
CEMEX HOLDINGS PHILIPPINES REPORTS 2016 RESULTS
| • | CEMEX Holdings Philippines pro forma Operating EBITDA grew 11% in 2016 versus 2015, with margins expanding 2.2 percentage points. |
| • | CEMEX Holdings Philippines announced the refinancing of its U.S. dollar long-term debt with New Sunward Holding B.V. into a Philippine Peso loan with BDO Unibank, Inc. |
MANILA, PHILIPPINES. FEBRUARY 10, 2017 – CEMEX Holdings Philippines, Inc. (“CHP”) (PSE: CHP), announced today that consolidated pro forma Operating EBITDA for 2016 grew by 11%. It increased from PhP 6.1 billion in 2015 to PhP 6.7 billion in 2016. In addition, pro forma Operating EBITDA margin increased 2.2 percentage points in 2016 versus 2015, from 24.3% to 26.5%. The increases were attributed to lower cost of sales, mainly derived from power and fuel inputs.
CHP reported that, on February 1, 2017, it signed a Senior Unsecured Peso Term Loan Facility Agreement with BDO Unibank, Inc. (“BDO”) for an amount of up to US$ 280 million, to refinance majority of its outstanding long-term Loan with New Sunward Holding B.V., a related company.
The term loan provided by BDO has a tenor of seven (7) years from the date of the initial drawdown with no significant maturities until the last two (2) years. It consists of a fixed rate tranche of up to US$ 112 million and a floating rate tranche of up to US$ 168 million. The fixed rate has been set at 5.6% before taxes and fees, while the variable rate will depend on existing market conditions.
Pedro Jose Palomino, President and CEO of CHP, said, “We are proud of our operating results. Despite challenging market conditions during the second half of 2016 marked by a slowdown in construction activity, coupled with ‘La Niña-like’ weather conditions, we managed to increase both our bottom line and profitability through cost management efforts. We will continue to focus on these aspects of the business.”
In addition, for 2016, the company reported the following highlights:
| • | Net sales increased 2% year-on-year due to higher domestic cement volume and price. |
| • | Cost of sales, as a percentage of net sales, in the fourth quarter decreased by 4.0 percentage points. |
| • | Conversion of Free Cash Flow (after maintenance CAPEX) from Operating EBITDA was, on a pro forma basis, 58%. |
| • | Net debt to pro forma Operating EBITDA was at 2.3x |
CHP is one of the leading cement producers in the Philippines, based on installed annual capacity. CHP produces and markets cement and cement products, such as ready-mix concrete and clinker, in the Philippines through direct sales using its extensive marine and land distribution network. Moreover, CHP’s cement manufacturing subsidiaries have been operating in the Philippines with well-established brands, such as “APO,” “Island,” and “Rizal,” each of which has a multi-decade history in the country.
1
CHP is an indirect subsidiary of CEMEX, S.A.B. de C.V., one of the largest cement companies in the world based on annual installed cement production capacity. The shares of CEMEX, S.A.B. de C.V. are listed on the Mexican Stock Exchange and the New York Stock Exchange.
For more information on CHP, please visit website: www.cemexholdingsphilippines.com.
# # #
This press release contains forward-looking statements and information that are necessarily subject to risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of CHP to be materially different from those expressed or implied in this release, including, among others, changes in general economic, political, governmental and business conditions globally and in the countries in which CHP does business, changes in interest rates, changes in inflation rates, changes in exchange rates, the level of construction generally, changes in cement demand and prices, changes in raw material and energy prices, changes in business strategy, changes derived from events affecting CEMEX, S.A.B de C.V. and subsidiaries (“CEMEX”) and various other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. CHP assumes no obligation to update or correct the information contained in this press release.
Operating EBITDA is defined as operating earnings before other expenses, net plus depreciation and operating amortization. Free Cash Flow is defined as operating EBITDA minus net interest expense, maintenance and expansion capital expenditures, change in working capital, taxes paid, and other cash items (net other expenses less proceeds from the disposal of obsolete and/or substantially depleted operating fixed assets that are no longer in operation). All of the above items are prepared under Philippine Financial Reporting Standards (“PFRSs”) which are issued by the Philippine Financial Reporting Standards Council. PFRSs are based on International Financial Reporting Standards issued by the International Accounting Standards Board. Operating EBITDA and Free Cash Flow (as defined above) are presented herein because CHP believes that they are widely accepted as financial indicators of CHP’s ability to internally fund capital expenditures and service or incur debt. Operating EBITDA and Free Cash Flow should not be considered as indicators of CHP’s financial performance, as alternatives to cash flow, as measures of liquidity or as being comparable to other similarly titled measures of other companies.
2
Exhibit 2
2016 FOURTH QUARTER RESULTS Stock Listing Information Philippine Stock Exchange Ticker: CHP Investor Relations + 632 849 3600 E-Mail: chp.ir@cemex.com
Operating and Financial Highlights January—December Fourth Quarter 2016 2015 % var 2016 2016 2015 % var 2016 Pro Forma1 Pro Forma1 Actual Pro Forma1 Pro Forma1 Actual Cement volume2 5.1 5.0 1% 5.1 1.1 1.2 (8%) 1.1 Net sales 25,367 24,927 2% 24,806 5,557 6,379 (13%) 5,557 Gross profit 13,481 12,659 6% 12,920 3,149 3,361 (6%) 3,149 as % of net sales 53.1% 50.8% 2.3pp 52.1% 56.7% 52.7% 4.0pp 56.7% Operating earnings before other expenses, net 5,506 4,937 12% 4,946 1,133 1,095 3% 1,133 as % of net sales 21.7% 19.8% 1.9pp 19.9% 20.4% 17.2% 3.2pp 20.4% Controlling Interest Net Income 1,872 1,413 (7) 10 Operating EBITDA 6,727 6,056 11% 6,167 1,417 1,407 1% 1,417 as % of net sales 26.5% 24.3% 2.2pp 24.9% 25.5% 22.0% 3.5pp 25.5% Free cash flow after maintenance capital expenditures 3,896 3,335 7 7 Free cash flow 3,099 2,539 (138) (138) Net debt3 291 291 291 291 Total debt3 318 318 318 318 Earnings per share4 0.66 0.50 (0.00) 0.00 In millions of Philippine Pesos, except volumes, percentages, net debt and total debt 1 Refer to page 7 for information on pro forma adjustments 2 Cement volume is in millions of metric tons. It includes domestic and export volume of gray cement, white cement, special cement, mortar and clinker. 3 In millions of U.S. Dollars 4 In Philippine Pesos Pro forma net sales in the fourth quarter of 2016 reached PhP 5,557 year, from 35.5% to 36.3%. For both the fourth quarter and full year of million, a decrease of 13% compared with the fourth quarter of 2015. 2016, higher operating expenses, as a percentage to net sales, was The decline reflected lower public infrastructure activity versus previous mainly due to increases in SG&A items, driven by organic cost increases. quarters, impact of “La Nińa-like” adverse weather conditions, and Distribution expenses, as a percentage to net sales, have remained flat intensified market competition. For 2016, net sales increased 2%, from year-on-year, for both the full year and fourth quarter of 2016. PhP24,927 million in 2015 to PhP25,367 million in 2016, resulting from higher volumes and prices of our products. Pro forma operating EBITDA, at PhP 1,417 million pesos during the fourth quarter of 2016, increased by 1% compared with previous year Pro forma cost of sales as a percentage of net sales decreased by 2.3pp same period. This increase reflects lower cost of sales even as revenues in 2016 compared to 2015, from 49.2% to 46.9%. The decrease was declined. For 2016, pro forma operating EBITDA increased 11% from mainly driven by lower energy costs, which have more than offset a PhP 6,056 million pesos to PhP 6,727 million pesos. higher proportion of our cement volumes being imported. For 2016, as a percentage of cost of sales, fuel and power were 16% and 22%, Pro forma operating EBITDA margin increased by 3.5pp during the respectively, while for 2015, they were 22% and 26%, respectively. fourth quarter of 2016 on a year-on-year basis, from 22.0% to 25.5%. During the fourth quarter of 2016, cost of sales as a percentage of net For 2016, operating EBITDA margin increased 2.2pp year-on-year, sales decreased by 4.0pp compared with the same period last year, reaching 26.5%. from 47.3% to 43.3%. Total debt at the end of December 2016 stood at US$ 318 million, of Pro forma operating expenses as a percentage of net sales increased by which US$ 291 million pertained to long-term debt owed to New 0.4pp in 2016 compared to 2015, from 31.0% to 31.4%. During the Sunward Holding B.V. (NSH). On February 1, 2017, we signed a Senior fourth quarter, pro forma operating expenses increased 0.8 pp year-on- Unsecured Peso Term Loan Facility Agreement with BDO Unibank, Inc. to refinance majority of our long-term debt with NSH. 2016 Fourth Quarter Results Page 2
Operating Results Domestic Gray Cement January—December Fourth Quarter Fourth Quarter 2016 2016 vs. 2015 2016 vs. 2015 vs. Third Quarter 2016 Volume 1% (8%) (12%) Price in USD (3%) (9%) (9%) Price in PHP 1% (5%) (5%) Domestic gray cement volume decreased 8% in the fourth quarter of 2016 versus the same period last year. During this time, we observed a decrease in cement consumption, reflecting lower public infrastructure activity and some restraint in private construction compared to previous quarters. In addition, adverse “La Nińa-like” weather conditions, compared with a relatively dry 2015, also affected our sales volumes during the quarter. The Visayas and Mindanao markets, where we distribute our products principally by sea, have been negatively impacted. We estimate a downtime of 12 additional days which were lost during the quarter relative to the quarter of the previous year due to an inability to operate at some ports. In 2016, this additional downtime was at 28 days compared to 2015. This particularly impacted sales volumes via dispatches from our APO plant where sea-bound volumes average around 6 thousand tons per day. Weather analysts have predicted that these “La Nińa-like” conditions will persist until March of 2017. We observed that imports of cement into the country grew in 2016, a year in which the country appears to be experiencing a tight capacity situation. We estimate that imports by domestic cement manufacturers constituted the largest proportion of total imports versus imports by traders. Domestic gray cement volume for 2016 increased by 1% on a year-on-year basis. Domestic gray cement prices decreased 5% during the fourth quarter against same period last year. For 2016, domestic gray cement prices increased 1% versus same period previous year. 2016 Fourth Quarter Results Page 3
Operating EBITDA, Free Cash Flow and Debt Information Operating EBITDA and Free Cash Flow January—December Fourth Quarter 2016 2015 % var 2016 2016 2015 % var 2016 Pro Forma1 Pro Forma1 Actual Pro Forma1 Pro Forma1 Actual Operating earnings before other expenses, net 5,506 4,937 12% 4,946 1,133 1,095 3% 1,133 + Depreciation and operating 1,221 1,119 1,221 284 311 284 Operating EBITDA 6,727 6,056 11% 6,167 1,417 1,407 1% 1,417—Net financial expenses 1,404 1,404 339 339—Capital expenditures for maintenance 534 534 341 341—Change in working Capital (378) (378) 306 306—Taxes paid 1,240 1,240 388 388—Other cash items (Net) 32 32 35 35 Free cash flow after maintenance capital 3,896 3,335 7 7—Strategic Capital expenditures 796 796 145 145 Free cash flow 3,099 2,539 (138) (138) In millions of Philippine Pesos, except volumes and percentages 1 Refer to page 7 for information on pro forma adjustments Debt Information Fourth Quarter Fourth Quarter 2016 2016 Total debt 318 Currency denomination Short term 0% U.S. dollar 100% Long term 100% Philippine peso 0% Cash and cash equivalents 27 Interest rate Net debt 291 Fixed 91% Variable 9% In millions of U.S. Dollars, except percentages 2016 Fourth Quarter Results Page 4
Financial Results Income Statement & Balance Sheet Information CEMEX Holdings Philippines, Inc. (Thousands of Philippine Pesos in nominal terms, except per share amounts) January—December Fourth Quarter INCOME STATEMENT 2016 2015 % var 2016 2016 2015 % var 2016 Pro Forma1 Pro Forma1 Actual Pro Forma1 Pro Forma1 Actual Net sales 25,366,667 24,927,203 2% 24,806,099 5,557,360 6,379,258 (13%) 5,557,360 Cost of sales (11,885,883) (12,268,630) 3% (11,885,883) (2,408,348) (3,018,622) 20% (2,408,348) Gross profit 13,480,784 12,658,573 6% 12,920,216 3,149,012 3,360,636 (6%) 3,149,012 Operating expenses (7,974,576) (7,721,846) (3%) (7,974,576) (2,015,987) (2,265,227) 11% (2,015,987) Operating earnings before other 5,506,208 4,936,727 12% 4,945,640 1,133,025 1,095,409 3% 1,133,025 expenses, net Other expenses, net (31,853) (319,783) (34,796) (10,239) Operating earnings 5,474,355 4,625,857 1,098,229 1,122,786 Financial expenses (1,371,585) (1,236,021) (347,680) (347,680) Other financial income (expenses), net (1,412,625) (1,412,625) (496,129) (496,129) Net income before income taxes 2,690,145 1,977,211 254,420 278,977 Income tax (818,294) (563,744) (261,601) (268,968) Consolidated net income 1,871,851 1,413,467 (7,181) 10,009 Non-controlling Interest Net Income 24 24 5 5 Controlling Interest Net Income 1,871,875 1,413,491 (7,176) 10,014 Operating EBITDA 6,727,481 6,056,135 11% 6,166,913 1,416,710 1,406,613 1% 1,416,710 Earnings per share 0.66 0.50 (0.00) 0.00 1 Refer to page 7 for information on pro forma adjustments as of December 31 BALANCE SHEET 2016 Total Assets 51,041,884 Cash and Temporary Investments 1,337,155 Trade Accounts Receivables 909,667 Other Receivables 342,561 Inventories 2,577,577 Other Current Assets 1,420,057 Current Assets 6,587,017 Fixed Assets 15,814,811 Other Assets 28,640,056 Total Liabilities (22,357,671) Current Liabilities (5,654,205) Long-Term Liabilities (15,919,322) Other Liabilities (784,144) Consolidated Stockholders’ Equity (28,684,213) Non-controlling Interest (246) Stockholders’ Equity Attributable to Controlling Interest (28,683,967) 2016 Fourth Quarter Results Page 5
Financial Results Income Statement & Balance Sheet Information CEMEX Holdings Philippines, Inc. (Thousands of U.S. Dollars, except per share amounts) January—December Fourth Quarter INCOME STATEMENT 2016 2015 % var 2016 2016 2015 % var 2016 Pro Forma1 Pro Forma1 Actual Pro Forma1 Pro Forma1 Actual Net sales 532,154 546,539 (3%) 520,394 112,760 135,705 (17%) 112,760 Cost of sales (249,348) (268,995) 7% (249,348) (48,866) (64,215) 24% (48,866) Gross profit 282,806 277,544 2% 271,046 63,894 71,490 (11%) 63,894 Operating expenses (167,294) (169,305) 1% (167,294) (40,905) (48,188) 15% (40,905) Operating earnings before other 115,512 108,239 7% 103,752 22,989 23,302 (1%) 22,989 expenses, net Other expenses, net (668) (6,709) (706) (208) Operating earnings 114,844 97,043 22,283 22,781 Financial expenses (28,774) (25,930) (7,054) (7,054) Other financial income (expenses), net (29,635) (29,635) (10,067) (10,067) Net income before income taxes 56,435 41,478 5,162 5,660 Income tax (17,167) (11,826) (5,308) (5,457) Consolidated net income 39,268 29,652 (146) 203 Non-controlling Interest Net Income 1 1 0 0 Controlling Interest Net Income 39,269 29,653 (146) 203 Operating EBITDA 141,132 132,783 6% 129,372 28,745 29,923 (4%) 28,745 Earnings per share 0.00 0.00 0.00 0.00 1 Refer to page 7 for information on pro forma adjustments as of December 31 BALANCE SHEET 2016 Total Assets 1,026,587 Cash and Temporary Investments 26,894 Trade Accounts Receivables 18,296 Other Receivables 6,890 Inventories 51,842 Other Current Assets 28,561 Current Assets 132,483 Fixed Assets 318,077 Other Assets 576,027 Total Liabilities (449,672) Current Liabilities (113,722) Long-Term Liabilities (320,179) Other Liabilities (15,771) Consolidated Stockholders’ Equity (576,915) Non-controlling Interest (5) Stockholders’ Equity Attributable to Controlling Interest (576,910) 2016 Fourth Quarter Results Page 6
Definitions of Terms and Disclosures Methodology for translation, consolidation, and presentation of new reinsurance scheme was incorporated prospectively effective results August 1, 2016. Correspondingly, the historical consolidated financial information of CHP for the fourth quarter of 2016 is not directly CEMEX Holdings Philippines, Inc. (“CHP”) reports its interim financial comparable with the first, second and the third quarters of the same statements under Philippine Financial Reporting Standards (“PFRS”). year, which was prepared fully or partially under the previous royalty When reference is made in 2016 to consolidated interim financial and insurance agreements, as applicable. statements, it means CHP financial information together with its subsidiaries. When reference is made in 2015 to combined financial For convenience of the reader, and in order to present comprehensive information, it means the combined operations of CHP’s subsidiaries. comparative operating information for the twelve-month periods ended December 31, 2016 and 2015, and for the three-month periods ended For the purpose of presenting figures in U.S. dollars, the consolidated December 31, 2016 and 2015, CHP prepared pro forma selected balance sheet as of December 31, 2016 has been converted at the consolidated income statement information for the twelve-month exchange rates of 49.72 Philippine pesos per US dollar. The period ended December 31, 2016 and for the three-month period consolidated income statements for the twelve-month period ended ended December 31, 2016, as well as pro forma selected combined December 31, 2016 and the combined financial information for the income statement information for the twelve-month period ended twelve-month period ended December 31, 2015 have been converted December 31, 2015, and for the three-month period ended December at the exchange rates of 47.67 and 45.61 Philippine pesos per US dollar, 31, 2015, intended in all cases and to the extent possible, to present the respectively, based on the simple average PHP/US$ of the end-of- operating performance of CHP on a like-to-like basis under a month exchange rates for each of the twelve-month periods of 2016 “normalized” expected ongoing operation; therefore, as if the new and 2015, respectively. The exchange rates used to convert results for royalty scheme and insurance agreements would have been both the fourth quarter of 2016 and the fourth quarter of 2015 were 49.29 effective from the beginning of each year. and 47.01 Philippine pesos per US dollar, respectively, based on the simple average PHP/US$ end-of-month exchange rates for each of the CHP Pro forma consolidated income statement for the twelve-month three-month periods of 2016 and 2015, respectively. The same period ended December 31, 2016, was adjusted beginning on August 1, methodology of converting to US$ was applied with respect to figures in 2016 to reflect the effects of reinsurance agreements as if the the pro forma financial information. agreements would have been effective beginning January 1, 2016. CHP Pro forma consolidated income statement for the twelve-month and the three-month periods ended December 31, 2015 appearing in Pro forma financial information included in the report this report represent combined historical selected income statement information of CHP subsidiaries, adjusted to reflect the 5% corporate For the purpose of the below clarification, the term “Company” refers service charges and royalties, and reinsurance agreements (on a to CEMEX Holdings Philippines, Inc., “CHP”” refers to the Company and like-to-like basis) for both the year-to-date and the three-month periods its subsidiaries, and “CEMEX” refers CEMEX, S.A.B. de C.V. and its ended December 31, 2015. subsidiaries excluding CHP. In addition: CEMEX Holdings Philippines, Inc. was incorporated on September 17, 2015 for purposes of the initial equity offering concluded on July 18, (1) The Pro Forma income statement for the three-month period ended 2016 (the “IPO”). For accounting purposes, the group reorganization by December 31, 2015 appearing in this report was prepared under the means of which the Company acquired its consolidated subsidiaries was same assumptions used for the Pro Forma combined income statement effective January 1, 2016. As a result, CHP has no historical consolidated information for the year ended December 31, 2015 which was included financial information for the twelve-month period ended December 31, in the Prospectus, with respect to the adjustments associated with the 2015 or for the three-month period ended December 31, 2015. 5% corporate service charges and royalties, and the reinsurance Furthermore, several strategies discussed in the CHP primary offer agreements, as if the applicable contracts were in place from January 1, prospectus (“the Prospectus”) were implemented upon conclusion of 2015. the initial equity offering: a) the new royalty scheme was implemented in July 2016 with retroactive effects as of January 1, 2016, and b) the (Continued on page 8) 2016 Fourth Quarter Results Page 7
Definition of Terms and Disclosures (Continued from page 7) Definition of terms (2) the effects from the new reinsurance agreements appearing in this PHP refers to Philippine Pesos. report’s Pro Forma consolidated income statement information for the twelve-month and the three-month periods ended December 31, 2016 Free cash flow equals operating EBITDA minus net interest expense, and 2015 reflect the actual accounting initiated on August 1, 2016 maintenance and strategic capital expenditures, change in working resulting in an increase in revenue, whereas the effects from the capital, taxes paid, and other cash items (net other expenses less reinsurance agreements included in the Prospectus’ Pro Forma proceeds from the disposal of obsolete and/or substantially depleted consolidated income statement information for the year ended operating fixed assets that are no longer in operation). December 31, 2015, for simplicity of the Pro Forma information, were presented reducing operating costs. Maintenance capital expenditures investments incurred for the purpose of ensuring the company’s operational continuity. These include capital Nonetheless, this difference in presentation would have had no effect expenditures on projects required to replace obsolete assets or on the reported Pro Forma operating income, reported Pro Forma maintain current operational levels, and mandatory capital Operating EBITDA or reported Pro Forma net income for the year ended expenditures, which are projects required to comply with governmental December 31, 2015. regulations or company policies. (3) the Pro Forma selected combined income statement information for Net debt equals total debt minus cash and cash equivalents. the twelve-month and the three-month periods ended December 31, 2015 were adjusted to reflect depreciation arising from asset Operating EBITDA equals operating earnings before other expenses, revaluation. net, plus depreciation and operating amortization. (4) the Pro Forma selected consolidated income statement information pp equals percentage points. for the twelve-month and the three-month periods ended December 31, 2016 appearing in this report was prepared by (a) removing IPO- Prices all references to pricing initiatives, price increases or decreases, related operating expenses, (b) removing interest payments on short- refer to our prices for our products. term debt, and (c) annualizing long-term debt. Strategic capital expenditures investments incurred with the purpose of increasing the company’s profitability. These include capital expenditures on projects designed to increase profitability by expanding capacity, and margin improvement capital expenditures, which are projects designed to increase profitability by reducing costs. Change in Working capital in the Free cash flow statements only include trade receivables, trade payables, receivables and payables from and to related parties, other current receivables, inventories, other current assets, and other accounts payable and accrued expense. January—December Fourth Quarter January—December 2016 2015 2016 2015 2016 2015 average average average average End of period End of period Philippine peso 47.67 45.61 49.29 47.01 49.72 47.06 Amounts provided in units of local currency per US dollar 2016 Fourth Quarter Results Page 8
Exhibit 3
This presentation contains forward-looking statements. In some cases, these statements can be identified by the use of forward-looking words such as “may,” “should,” “could,” “anticipate,” “estimate,” “expect,” “plan,” “believe,” “predict,” “potential” and “intend” or other similar words. These forward-looking statements reflect current expectations and projections about future events of CEMEX Holdings Philippines, Inc. ("CHP") based on CHP’s knowledge of present facts and circumstances and assumptions about future events. These statements necessarily involve risks and uncertainties that could cause actual results to differ materially from CHP’s expectations. Some of the risks, uncertainties and other important factors that could cause results to differ, or that otherwise could have an impact on CHP or its subsidiaries, include, but are not limited to, the cyclical activity of the construction sector; CHP’s exposure to other sectors that impact CHP’s business, such as the energy sector; competition; general political, economic and business conditions in the markets in which CHP operates; the regulatory environment, including environmental, tax, antitrust and acquisition-related rules and regulations; CHP’s ability to satisfy its debt obligations and the ability of CEMEX, S.A.B. de C.V. (“CEMEX”), the ultimate parent company of the major shareholder of CHP, to satisfy CEMEX’s obligations under its material debt agreements, the indentures that govern CEMEX’s senior secured notes and CEMEX’s other debt instruments; expected refinancing of CEMEX’s existing indebtedness; the impact of CEMEX’s below investment grade debt rating on CHP’s and CEMEX’s cost of capital; CEMEX’s ability to consummate asset sales and fully integrate newly acquired businesses; achieve cost-savings from CHP’s cost-reduction initiatives and implement CHP’s pricing initiatives for CHP’s products; the increasing reliance on information technology infrastructure for CHP’s invoicing, procurement, financial statements and other processes that can adversely affect operations in the event that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks; weather conditions; natural disasters and other unforeseen events; and the other risks and uncertainties described in CHP’s public filings. Readers are urged to read these presentations and carefully consider the risks, uncertainties and other factors that affect CHP’s business. The information contained in these presentations is subject to change without notice, and CHP is not obligated to publicly update or revise forward-looking statements. Unless the context indicates otherwise, all references to pricing initiatives, price increases or decreases, refer to CHP’s prices for products sold or distributed by CHP or its subsidiaries. Copyright CEMEX Holdings Philippines, Inc. and its subsidiaries
For 2016, increase in net sales year-on-year due to increase in volume and price. Domestic gray cement volumes during the fourth quarter of 2016 reflect lower public infrastructure activity versus previous quarters, impact of “La Niña-like” adverse weather conditions, and intensified market competition. Pro Forma Net Sales, Cement Volumes and Prices Net Sales1 1 Millions of Philippine Pesos 2016 full year pro forma net sales breakdown: 94% cement, 4% insurance revenue, 2% others NOTE: Refer to slides 22 and 23 for information on pro forma adjustments
Impact of Weather on our Operations Strong impact in Visayas and Mindanao markets, where we distribute our products mainly by sea. During the fourth quarter of 2016, we experienced downtime of 12 additional days lost versus fourth quarter of 2015 due to inability to operate at ports. For 2016, this same downtime was at 28 additional days lost compared to 2015. Sea-bound dispatch volumes from APO Plant averages around 6 thousand tons per day. Weather analysts predict that “La Niña-like” conditions will persist throughout 1Q17. 1 Source: Philippine Atmospheric Geophysical and Astronomical Services Administration (PAGASA) Monthly Rainfall Forecast updated as of January 18, 2017 February 2017 Forecast % of Normal Rainfall1
Pro Forma Cost of Sales For 2016, improvement in cost of sales mainly driven by lower energy costs, more than offsetting higher proportion of cement volumes imported. We imported 240 thousand tons of cement out of 5.1 million total volume sold. Fuel, as a percentage of cost of sales, decreased to 16% from 22% in 2015. Power, as a percentage of cost of sales, decreased to 22% from 26% in 2015. Our plants continue to run at above 90% efficiency. For 2017, we anticipate increasing cement production capability by 300 thousand tons via improvements and modifications in our kilns as well as clinker factor gains. NOTE: Refer to slides 22 and 23 for information on pro forma adjustments Cost of Sales (% of net sales) -2.3pp
Pro Forma Operating Expenses For both the fourth quarter and full year of 2016, higher operating expenses, as a percentage to net sales, were mainly due to increases in SG&A items, driven by organic cost increases. Distribution expenses, as a percentage to net sales, have remained flat year-on-year, for both the full year and fourth quarter of 2016. NOTE: Refer to slides 22 and 23 for information on pro forma adjustments +0.4pp Operating Expenses (% of net sales)
Improvement in pro forma operating EBITDA resulted from lower cost of sales, despite decline in revenues. Pro forma operating EBITDA margin improved by 2.2pp in 2016. Pro Forma Operating EBITDA and Operating EBITDA Margin Operating EBITDA1 +3.5pp Operating EBITDA Margin (% of net sales) 1 Millions of Philippine Pesos NOTE: Refer to slides 22 and 23 for information on pro forma adjustments
Infrastructure Sector Infrastructure spending continued to decelerate during the second half of 2016, attributed to transition in government. We observed more projects being completed, rather than new projects being started. Airport Public-Private Partnership (PPP) project bundle, initially scheduled to be awarded in the fourth quarter of 2016, was put up for re-bid and awarding delayed. We remain confident in the multiplier effect of government investment in infrastructure and government’s ability to support it from the current fiscal program. Anticipate renewed public construction activity in the second half of 2017 Drive greater confidence that should enable robust private spending 2016 Year-on-year Public Construction Spending Growth1 1 Source: Philippine Statistics Authority (PSA) report on Gross Value Added in Public Construction (Constant 2000 prices)
Personal remittances during the first eleven months of 2016 grew to US$27 billion or 5.1% higher compared with the same period last year. Philippine Statistics Authority (PSA) reports that the floor area of approved residential building permits increased by 8% in the third quarter of 2016 against same period last year. In 2017, social housing program and tax reforms anticipated to trigger more investment. Residential Sector
PSA reports that the floor area of approved non-residential building permits declined by 5% in the third quarter of 2016 on a year-on-year basis. Uncertainty surrounding Business Process Outsourcing (BPO) industry. Based on labor and cost arbitrage, the Philippines remains an attractive location for BPO’s. Inbound tourists in 2016 totaled 6.0 million arrivals, an increase of 11% versus the same period last year. Industrial-and-Commercial Sector
Delays in obtaining regulatory approvals from the Department of Environment and Natural Resources. New line estimated to start operations fourth quarter of 2019. Activities are continuing insofar as equipment deliveries and detailed engineering are concerned. Estimate of the total cost of the project still remains (US$ 225 million). Until the project is completed, fully capable to serve market through logistics network and production improvements. Solid Plant Capacity Expansion
For 2016, on a pro forma basis, 58% percent conversion from operating EBITDA to free cash flow after maintenance CAPEX. During the fourth quarter, we made investments in our plants to anticipate higher volumes in 2017. Maintenance CAPEX reflects efforts to upgrade facilities in Solid Plant. Built up clinker inventories, to be consumed during scheduled maintenance works in the first half of 2017. Pro Forma Free Cash Flow NOTE: Refer to slides 22 and 23 for information on pro forma adjustments
Information on Senior Unsecured Peso Term Loan Facility with BDO Unibank, Inc. On February 1, 2017, signed Senior Unsecured Peso Term Loan Facility Agreement with BDO Unibank, Inc. (BDO) to refinance majority of CHP's long-term debt with New Sunward Holding B.V. 1 Before taxes and fees Debt Maturity Profile (%) Terms & Conditions: Amount: Up to PHP equivalent of US$ 280 million Loan Structure: 60% Variable rate tranche 40% Fixed rate tranche Tenor: 7 years (6 years average life) Interest Rate1: 5.6205% for Fixed rate tranche Pre-payment Conditions: Variable tranche can be pre-paid with no penalties Fixed tranche can be pre-paid with the following fees: 2.00% until 30th month 1.25% from 30th up to 48th month 0.50% from 48th up to 72nd month Financial Covenants: Leverage Ratio should be less than or equal to 4x Coverage Ratio should be less than or equal to 4x
2017 Guidance Cement volumes 7% Capital expenditures PHP 868 million PHP 889 million PHP 277 million PHP 2,034 million Maintenance CAPEX Solid Plant Expansion CAPEX Other Strategic CAPEX Total CAPEX
Initiatives for 2017 Ramp up domestic production capability to lessen imported cement requirements. Take price positions on many of our energy needs. Substantially reduce foreign exchange exposure, and lower interest expense through refinancing long-term debt with New Sunward Holding B.V. Continue to seek ways to optimize logistics operations and overhead structure.
Income Statement Information (Thousands of Philippine Pesos in nominal terms, except per share amounts) 1 Refer to slides 22 and 23 for information on pro forma adjustments
Income Statement Information (Thousands of U.S. Dollars, except per share amounts) 1 Refer to slides 22 and 23 for information on pro forma adjustments
2016 Debt Information 1 Millions of U.S. Dollars Debt1 2016 Net Debt to EBITDA: 2.3x
Definitions PHP Philippine Pesos Free Cash Flow Operating EBITDA minus net interest expense, maintenance and strategic capital expenditures, change in working capital, taxes paid, and other cash items (net other expenses less proceeds from the disposal of obsolete and/or substantially depleted operating fixed assets that are no longer in operation), Maintenance Capital Expenditures Investments incurred for the purpose of ensuring the company’s operational continuity. These include capital expenditures on projects required to replace obsolete assets or maintain current operational levels, and mandatory capital expenditures, which are projects required to comply with governmental regulations or company policies, Net Debt Total debt minus cash and cash equivalents. Operating EBITDA Operating earnings before other expenses, net, plus depreciation and operating amortization. pp Percentage points Prices All references to pricing initiatives, price increases or decreases, refer to our prices for our products. Strategic capital expenditures investments incurred with the purpose of increasing the company’s profitability. These include capital expenditures on projects designed to increase profitability by expanding capacity, and margin improvement capital expenditures, which are projects designed to increase profitability by reducing costs. Change in Working capital in the Free cash flow statements Only include trade receivables, trade payables, receivables and payables from and to related parties, other current receivables, inventories, other current assets, and other accounts payable and accrued expense.
Presentation of Pro Forma Financial Information (For the purpose of the below clarification, the term “Company” refers to CEMEX Holdings Philippines, Inc., “CHP”” refers to the Company and its subsidiaries, and “CEMEX” refers CEMEX, S.A.B. de C.V. and its subsidiaries excluding CHP.) CEMEX Holdings Philippines, Inc. was incorporated on September 17, 2015 for purposes of the initial equity offering concluded on July 18, 2016 (the “IPO”). For accounting purposes, the group reorganization by means of which the Company acquired its consolidated subsidiaries was effective January 1, 2016. As a result, CHP has no historical consolidated financial information for the twelve-month period ended December 31, 2015 or for the three-month period ended December 31, 2015. Furthermore, several strategies discussed in the CHP primary offer prospectus (“the Prospectus”) were implemented upon conclusion of the initial equity offering: a) the new royalty scheme was implemented in July 2016 with retroactive effects as of January 1, 2016, and b) the new reinsurance scheme was incorporated prospectively effective August 1, 2016. Correspondingly, the historical consolidated financial information of CHP for the fourth quarter of 2016 is not directly comparable with the first, second and third quarters of the same year, which was prepared fully or partially under the previous royalty and insurance agreements, as applicable. For convenience of the reader, and in order to present comprehensive comparative operating information for the twelve-month periods ended December 31, 2016 and 2015, and for the three‐month periods ended December 31, 2016 and 2015, CHP prepared pro forma selected consolidated income statement information for the twelve-month period ended December 31, 2016 and for the three‐month period ended December 31, 2016, as well as pro forma selected combined income statement information for the twelve-month period ended December 31, 2015, and for the three‐month period ended December 31, 2015, intended in all cases and to the extent possible, to present the operating performance of CHP on a like‐to‐like basis under a “normalized” expected ongoing operation; therefore, as if the new royalty scheme and insurance agreements would have been both effective from the beginning of each year. CHP Pro forma consolidated income statement for the twelve-month period ended December 31, 2016, was adjusted beginning on August 1, 2016 to reflect the effects of the reinsurance agreements as if the agreements would have been effective beginning January 1, 2016. (Continued in slide 23)
Presentation of Pro Forma Financial Information (Continued from slide 22) CHP Pro forma consolidated income statement for the twelve-month and the three-month periods ended December 31, 2015 appearing in this report represent combined historical selected income statement information of CHP subsidiaries, adjusted to reflect the 5% corporate service charges and royalties, and reinsurance agreements (on a like‐to‐like basis) for both the year-to-date and the three‐month periods ended December 31, 2015. In addition: (1) The Pro Forma income statement for the three-month period ended December 31, 2015 appearing in this report was prepared under the same assumptions used for the Pro Forma combined income statement information for the year ended December 31, 2015 which was included in the Prospectus, with respect to the adjustments associated with the 5% corporate service charges and royalties, and the reinsurance agreements, as if the applicable contracts were in place from January 1, 2015. (2) the effects from the new reinsurance agreements appearing in this report’s Pro Forma consolidated income statement information for the twelve-month and the three-month periods ended December 31, 2016 and 2015 reflect the actual accounting initiated on August 1, 2016 resulting in an increase in revenue, whereas the effects from the reinsurance agreements included in the Prospectus’ Pro Forma consolidated income statement information for the year ended December 31, 2015, for simplicity of the Pro Forma information, were presented reducing operating costs. Nonetheless, this difference in presentation would have had no effect on the reported Pro Forma operating income, reported Pro Forma Operating EBITDA or reported Pro Forma net income for the year ended December 31, 2015. (3) the Pro Forma selected combined income statement information for the twelve-month and the three-month periods ended December 31, 2015 were adjusted to reflect depreciation arising from asset revaluation. (4) the Pro Forma selected consolidated income statement information for the twelve-month and the three-month periods ended December 31, 2016 appearing in this report was prepared by (a) removing IPO-related operating expenses, (b) removing interest payments on short-term debt, and (c) annualizing long-term debt.
Contact Information Stock Information PSE: CHP Investor Relations In the Philippines +632 849 3600 chp.ir@cemex.com