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 June, 2020

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, 66265, México

(Address of principal executive office)

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):  ☐

We may disclose to prospective investors certain information that has not been previously publicly reported. This report is neither an offer to purchase nor a solicitation of an offer to sell any securities. We have elected to provide the information in this report for informational purposes.

This report contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the United States federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as “may,” “assume,” “might,” “should,” “could,” “continue,” “would,” “can,” “consider,” “anticipate,” “estimate,” “expect,” “envision,” “plan,” “believe,” “foresee,” “predict,” “potential,” “target,” “strategy,” “intend” or other similar words. These forward-looking statements reflect, as of the date such forward-looking statements are made, or unless otherwise indicated, our current expectations and projections about future events based on our 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 our expectations. Some of the risks, uncertainties and other important factors that could cause results to differ, or that otherwise could have an impact on us or our consolidated entities, include:

Readers are urged to read this report and carefully consider the risks, uncertainties and other factors that affect our business. The information contained in this report is subject to change without notice, and we are not obligated to publicly update or revise forward-looking statements after the date hereof or to reflect the occurrence of anticipated or unanticipated events or circumstances. Readers should review future reports filed by us with the U.S. Securities and Exchange Commission.

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.

EXHIBIT INDEX

Exhibit 1

The following summarizes certain information, including financial information, that we may disclose to prospective investors. The disclosures set forth below update the information contained in our annual report on Form 20-F for the year ended December 31, 2019 (the “2019 Annual Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2020 and any other documents that we have filed or furnished with the SEC and should be read in conjunction therewith. Except as the context otherwise may require, references in this report to “CEMEX,” “we,” “us” or “our” refer to CEMEX, S.A.B. de C.V. and its consolidated entities. See note 2 to our audited consolidated financial statements included in the 2019 Annual Report for a description of our significant accounting policies including our principles of consolidation. References in this 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, unless otherwise indicated, references to “Ps,” “Mexican Pesos” and “Pesos” are to Mexican Pesos. References to “billion” mean one thousand million. References in this report to “CPOs” are to CEMEX, S.A.B. de C.V.’s Certificados de Participación Ordinarios and each CPO represents two Series A shares and one Series B share of CEMEX, S.A.B. de C.V. References in this report to “ADSs” are to American Depositary Shares of CEMEX, S.A.B. de C.V. and each ADS represents ten CPOs of CEMEX, S.A.B. de C.V.

We have approximated certain numbers in this 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend for these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the U.S. federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as “may,” “assume,” “might,” “should,” “could,” “continue,” “would,” “can,” “consider,” “anticipate,” “estimate,” “expect,” “envision,” “plan,” “believe,” “foresee,” “predict,” “potential,” “target,” “strategy,” “intend” or other similar words. These forward-looking statements reflect, as of the date such forward-looking statements are made, or unless otherwise indicated, our current expectations and projections about future events based on our 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 our expectations. Some of the risks, uncertainties and other important factors that could cause results to differ, or that otherwise could have an impact on us or our consolidated entities, include:

Readers are urged to read this report and carefully consider the risks, uncertainties and other factors that affect our business. The information contained in this report is subject to change without notice, and we are not obligated to publicly update or revise forward-looking statements after the date hereof or to reflect the occurrence of anticipated or unanticipated events or circumstances. Readers should review future reports filed by us with the SEC.

Geographic Breakdown of Revenues by Reportable Segment for the Three-Month Period Ended March 31, 2020

The following chart indicates the geographic breakdown of our revenues by reportable segment, before eliminations from consolidation, for the three-month period ended March 31, 2020:

Breakdown of Revenues by Line of Business for the Three-Month Period Ended March 31, 2020

The following chart indicates the breakdown of our revenues by line of business, after eliminations resulting from consolidation, for the three-month period ended March 31, 2020:

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RECENT DEVELOPMENTS

Recent Developments Relating to Our Indebtedness

Fitch Ratings downgrade

Our credit ratings have recently been downgraded by Fitch, which shall delay one of our “A Stronger CEMEX” plan’s priorities of regaining our investment grade; however, we remain committed to regaining our investment grade, which is still one of our top priorities.

Amendments to the 2017 Facilities Agreement

Mainly as a result of the adverse effects of COVID-19, which include a decrease in construction activity in most of the markets in which we offer our products and services, our operating and financial performance during the COVID-19 pandemic could be adversely affected. In order to address the financial ratios in the 2017 Facilities Agreement, on April 23, 2020, we formally requested our lenders under the 2017 Facilities Agreement to modify the financial covenants contained therein. In particular, we proposed to amend the consolidated leverage ratio and the consolidated coverage ratio limits. As a result, on May 22, 2020, we signed an amendment agreement to the 2017 Facilities Agreement (the “2020 Facilities Agreement Amendments”). The 2020 Facilities Agreement Amendments include:

In addition, pursuant to the 2020 Facilities Agreement Amendments, we agreed to (i) limit the amount of capital expenditures and acquisitions to $1.2 billion and $250 million per year (except that CEMEX Holdings Philippines, Inc. (“CHP”) and CEMEX Latam Holdings, S.A. (“CLH”) may exceed the limits in certain situations), respectively, and also included limitations on the reinvestment of certain proceeds, including those from asset sales and free cash flow. These limitations will expire after reporting two consecutive quarters with a consolidated leverage ratio of 5.25:1 or below, at which time the limitations in place prior to effecting the 2020 Facilities Agreement Amendments would apply again; (ii) limit to $150 million the

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amount of loans allowed to be made to third parties. This limitation will expire after reporting two consecutive quarters with a consolidated leverage ratio of 5.25:1 or below, at which time the limitation of $250 million in place prior to effecting the 2020 Facilities Agreement Amendments would apply again; and (iii) prohibit share buybacks when the previously reported consolidated leverage ratio is above 4.50:1.

In addition to consenting to the 2020 Facilities Agreement Amendments, lenders under the 2017 Facilities Agreement consented to effect certain technical amendments to the transaction security documents (as defined in the 2017 Facilities Agreement) in order to facilitate and recognize the implementation of potential corporate reorganizations in Europe, which are permitted under the 2017 Facilities Agreement, and which lenders thereunder had already been informed of in relation to the 2019 Facilities Agreement Amendments. In particular, such reorganizations in Europe would consist of a potential merger of New Sunward Holding B.V. into CEMEX España, S.A. (“CEMEX España”), with CEMEX España being the surviving entity. As of the date of this report, we expect this merger to be completed prior to December 31, 2020.

Recent Developments Relating to Effects of COVID-19 on Our Business and Operations

The wide spread of COVID-19 has adversely affected and may continue to adversely affect our business continuity in some of the markets in which we operate and in which we offer our products and services. Many of our operations have been and may continue to be adversely affected by (i) government decisions that seek to stop the spread of COVID-19 and entail social distancing guidelines and other health and safety measures, which at times suspend non-essential activities or have the effect of lowering activity at our operating facilities, leading to lower production; and (ii) depressed demand for our products and services. As of the date of this report, several of our cement and ready-mix concrete operating facilities in different parts of the world have resumed operations or are expected to resume operations in the short term. As of the date of this report:

Furthermore, to strengthen our liquidity position, as of May 20, 2020, we had drawn down $386 million in uncommitted short-term credit facilities. Additionally, as of the date of this report, our operations in certain countries where we operate have received tax deferrals, employee payroll and other relief benefits under, and as a result of, government support programs to mitigate the impact of COVID-19, for a total aggregate amount that is not material, and have also benefited from being to defer certain interest payments in certain operations, also for amounts that are not material.

CEMEX will continue operating within applicable health and safety guidelines and applying strict hygiene and social distancing protocols across its operations and throughout its value chain, which are designed to considerably reduce the risk of spreading COVID-19 and maintain our operational resilience.

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Recent Developments Relating to CEMEX, S.A.B. de C.V.’s Senior Management

Effective on May, 21, 2020, (i) Jose Antonio Gonzalez Flores, then Executive Vice President of Finance and Administration, was appointed Executive Vice President of Strategic Planning and Business Development; (ii) Maher Al-Haffar, then Executive Vice President of Investor Relations, Corporate Communications and Public Affairs, was appointed Executive Vice President of Finance and Administration and will continue to oversee Investor Relations activities; (ii) Mauricio Doehner Cobián, then Executive Vice President of Corporate Affairs and Enterprise Risk Management, was appointed Executive Vice President of Corporate Communications, Public Affairs and Enterprise Risk Management; (iv) Juan Romero Torres, Executive Vice President of Sustainability, Commercial and Operations Development, was also appointed in charge of Digital Marketing; (v) Luis Hernandez Echávez, Executive Vice President of Digital and Organizational Development, was also appointed in charge of CEMEX Ventures; and, on that same date, CEMEX, S.A.B. de C.V. announced that (vi) Juan Pablo San Agustin Rubio, then Executive Vice President of Strategic Planning and Business Development, will leave CEMEX.

Recent Developments Relating to Our Business and Operations

On May 13, 2020, we announced a proposal to mothball our South Ferriby cement plant located in the United Kingdom during the third quarter of 2020. This proposal comes after an analysis of our European cement supply chain and as part of our ongoing business strategy to strengthen our portfolio. We expect the proposal to mothball our South Ferriby cement plant will allow us to optimize our available network across the region. In addition, we expect that our strategic growth in the United Kingdom will be focused on those markets that offer long-term profitability, such as the larger metropolitan markets where demand and profitability should be strongest.

Recent Developments Relating to Our Regulatory Matters and Legal Proceedings

Investigations related to ongoing matters in Colombia and certain other countries

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 (as defined in the 2019 Annual Report). These subpoenas do not mean that the SEC has concluded that CEMEX, S.A.B. de C.V. or any of its affiliates violated the law. As discussed under “Item 4—Information on the Company—Regulatory Matters and Legal Proceedings—Other Legal Proceedings—Maceo, Colombia—Legal Proceedings in Colombia” of the 2019 Annual Report, 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 (as defined in the 2019 Annual Report) 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 S.A. officers responsible for the implementation and execution of the above referenced payments were terminated and the then Chief Executive Officer of CLH resigned. CEMEX, S.A.B. de C.V. has been cooperating with the SEC and the Colombian Attorney General’s Office and intends to continue cooperating fully with the SEC and the Colombian Attorney General’s Office. We previously disclosed that it was possible that the United States Department of Justice (the “DOJ”) and other investigatory entities in other jurisdictions could also open investigations into this matter. In this regard, aside from ongoing investigations in Colombia, 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. CEMEX, S.A.B. de C.V. has cooperated and intends to continue to cooperate fully with the SEC, the DOJ and any other investigatory entity. As of the date of this report, CEMEX, S.A.B. de C.V. is unable to predict the duration, scope, or outcome of either the SEC investigation or the DOJ investigation, the investigations in Colombia, or any other investigation that may arise, or, because of the current status of the SEC and DOJ investigations, the potential sanctions which could be borne by 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.

Other Recent Developments

On April 29, 2020, the Mexican Center for Energy Control (Centro Nacional de Control de Energía) (the independent system operator) issued a resolution providing for the implementation of several restrictive measures on output in privately-owned wind and photovoltaic plants to guarantee the efficiency, quality, reliability, continuity and security of the Mexican electrical system during the period of reduced power demand caused by the COVID-19 pandemic (the “NES Resolution”). Additionally, on May 15, 2020, the Mexican Ministry of Energy (Secretaría de Energía) published in the Official Mexican Gazette (Diario Oficial de la Federación) a substantial revision to the Policy for the Reliability, Safety, Continuity and Quality of the Mexican Electrical System (the “SENER Policy,” and together with the NES Resolution, the “Energy Publications”). The Energy Publications entail significant deviations from the current Mexican Electricity Market Rules (Bases y Reglas del Mercado Eléctrico), among other laws and regulations in Mexico. As of the date of this report, different appeal processes, including constitutional challenges, have been presented against the Energy Publications, in particular challenging their legality. As of the date of this report, we cannot anticipate the impact that the Energy Publications could have on our business, operations and contractual obligations in Mexico. However, if such publications were to limit the dispatch of renewable energy generators or impose new costs or charges to the renewable electric energy industry, and/or cause new regulatory burdens for participants in Mexico’s Wholesale Electricity Market (Mercado Eléctrico Mayorista), we could have an adverse effect on our business, operations and contractual obligations in Mexico.

The SENER Policy imposes additional restrictions and conditions on the issuance and modification of generation permits for solar and wind facilities. Additionally, the SENER Policy expressly prioritizes reliability over economic efficiency in the dispatch of the electric grid, potentially affecting the production of solar and wind generation; transfers the value of the capacity recognized to the solar and wind plants to the load-serving entities; and mandates the creation of new ancillary services and infrastructure improvements, the costs of which are to be borne by wind and solar generators.

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RISK FACTORS

We are subject to various risks mainly resulting from changing economic, environmental, political, industry, business, regulatory, financial and climate conditions, as well as risks related to ongoing legal proceedings and investigations. The following risk factors, as well as the risk factors described under “Item 3—Key Information—Risk Factors” of the 2019 Annual Report, are not the only risks we face, and any of the risk factors described below and in the 2019 Annual Report could significantly and adversely affect our business, liquidity, results of operations or financial condition, as well as, in certain instances, our reputation.

The 2017 Facilities Agreement, as amended by the 2020 Facilities Agreement Amendments, contains several restrictions and covenants. Our failure to comply with such restrictions and covenants could have a material adverse effect on our business and financial conditions

The 2017 Facilities Agreement, as amended by the 2020 Facilities Agreement Amendments, requires us to comply with several financial ratios and tests, including (i) a minimum consolidated coverage ratio of Operating EBITDA to interest expense (including interest accrued on Perpetual Debentures) and (ii) a maximum consolidated leverage ratio of net debt (including Perpetual Debentures, guarantees and capitalized leases under IFRS 16, excluding convertible/exchangeable obligations, the principal amount of subordinated optional convertible securities and plus or minus the mark-to-market amount of derivative financial instruments, among other adjustments) to Operating EBITDA (in each case, as described in the 2017 Facilities Agreement, as amended by the 2020 Facilities Agreement Amendments). The calculation and formulation of Operating EBITDA, interest expense, net debt, the consolidated coverage ratio and the consolidated leverage ratio are set out in the 2017 Facilities Agreement, as amended by the 2020 Facilities Agreement Amendments, and may differ from the calculation and/or formulation of analogous terms in this report and our 2019 Annual Report. 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” included in the 2019 Annual Report for more information.

As a result of the 2020 Facilities Agreement Amendments, among other things, we negotiated (a) further modifications to the limits of the consolidated coverage ratio and the consolidated leverage ratio; (b) modifications to the applicable margin over LIBOR, or EURIBOR in relation to any euro loan, depending on the consolidated leverage ratio, to accommodate for the increased leverage limits; and (c) certain temporary or circumstance-based limitations on our ability to execute certain capital expenditures, acquisitions, share buybacks and the granting of loans to third parties. See “Recent Developments—Recent Developments Relating to Our Indebtedness—Amendments to the 2017 Facilities Agreement” for more information.

We cannot assure you that in the future we will be able to comply with the restrictive covenants and limitations contained in the 2017 Facilities Agreement, as amended by the 2020 Facilities Agreement Amendments, or that we will be in compliance with other agreements which constitute financial indebtedness in excess of $50 million in which any noncompliance would trigger a cross-default, such as, for example, the senior unsecured Philippine Peso term loan facility entered into by CHP with BDO Unibank, Inc. on February 1, 2017 for a loan of up to the Philippine Peso equivalent to, as of March 31, 2020, $225 million, as amended or supplemented from time to time, in relation to which we are currently negotiating amending certain financial covenants that CHP has to comply with by June 30, 2020. Our failure to comply with such covenants and limitations could result in an event of default, which could 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 Proposed Amendments to the 2017 Facilities Agreement” included in the 2019 Annual Report, “Recent Developments—Recent Developments Relating to Our Indebtedness—Amendments to the 2017 Facilities Agreement” for more information on further amendments to and limitations contained in the 2017 Facilities Agreement.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

The financial data set forth below as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2019 and 2020, have been derived from, and should be read in conjunction with, and are qualified in their entirety by reference to, our unaudited condensed consolidated financial statements as of March 31, 2020 and for the three-month periods ended March 31, 2019 and 2020 and the notes thereto included herein. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring items) that are necessary to properly present, in all material respects, the results for the interim periods. The interim results of operations for the three-month period ended March 31, 2020 are not indicative of operating results to be expected for the entire year.

Our audited consolidated financial statements included in the 2019 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 published by the International Accounting Standards Board) to reconcile such financial statements to U.S. GAAP. Accordingly, since our adoption of IFRS, we no longer reconcile our financial information to U.S. GAAP.

Our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2019 and 2020 included herein are prepared on a basis consistent with the accounting policies used in the preparation and presentation of our audited consolidated financial statements included in the 2019 Annual Report.

Acquisitions

The operating results of newly acquired businesses are consolidated in our financial statements beginning on the acquisition date. Therefore, all periods presented do not include operating results corresponding to newly acquired businesses before we assumed control. As a result, the financial data for the three-month periods ended March 31, 2019 and March 31, 2020 may not be comparable to that of prior periods.

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

Selected Consolidated Financial Information

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with, and are qualified in their entirety by reference to, our unaudited condensed consolidated financial statements as of March 31, 2020 and for the three-month periods ended March 31, 2019 and 2020 included herein. Our significant accounting policies are described in note 2 to our audited consolidated financial statements included in the 2019 Annual Report.

On April 30, 2020, we announced our results for the three-month period ended March 31, 2020. The interim results of operations for the three-month period ended March 31, 2020 are not indicative of operating results to be expected for the entire year or any subsequent interim period. The following is a discussion of our results for the three-month period ended March 31, 2020 as compared to the same period in the prior year.

Our unaudited condensed consolidated financial statements included herein include those subsidiaries in which we hold a controlling interest or which we otherwise control. Control exists when we have the power, directly or indirectly, to govern the administrative, financial and operating policies of an entity to obtain benefits from its activities.

Investments in associates are accounted for by the equity method, when we have significant influence, which is generally presumed with a minimum equity interest of 20% unless it is proven that we have significant influence with a lower percentage. Under the equity method, after acquisition, the investment’s original cost is adjusted for the proportional interest of the holding company in the associate’s equity and earnings.

All balances and transactions between the group subsidiaries have been eliminated in consolidation.

Discontinued operations

Considering the disposal of entire reportable operating segments as well as the sale of significant businesses, our income statements present in the single line item of “Discontinued operations” the results of (a) the assets held for sale in the United Kingdom for the three-month periods ended March 31, 2019 and 2020; (b) the assets sold in the U.S. related to the Kosmos cement plant in Louisville, Kentucky, and related assets for the three-month period ended March 31, 2019; (c) the white cement business held for sale in Spain for the three-month periods ended March 31, 2019 and March 31, 2020; (d) the French assets sold for the three-month period ended March 31, 2019; (e) the German assets sold for the three-month period ended March 31, 2019; and (f) the Baltic and Nordic businesses sold for the three-month period ended March 31, 2019. Discontinued operations are presented net of income tax. See note 4A to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

Significant Transactions

For the three-month periods ended March 31, 2019 and 2020, our consolidated results reflect the following transactions, which had an impact on the comparability of our results in such periods:

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Selected Consolidated Income Statement Data

The following table sets forth our selected consolidated income statement data for each of the three-month periods ended March 31, 2019 and 2020 expressed as a percentage of revenues.

Three-Month Period Ended March 31, 2019 Compared to Three-Month Period Ended March 31, 2020

Summarized in the table below are the percentage (%) increases (+) and decreases (-) for the three-month period ended March 31, 2019 compared to the three-month period ended March 31, 2020 in our domestic cement and ready-mix concrete sales volumes, as well as export sales volumes of cement and domestic cement and ready-mix concrete average sales prices for each of our reportable segments.

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The table below and the other volume data presented by reportable segment in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section are presented before eliminations resulting from consolidation (including those shown in note 4B to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

“—” = Not Applicable

On a consolidated basis, our cement sales volumes remained flat for the three-month period ended March 31, 2020 compared to the same period in 2019, and our ready-mix concrete sales volumes decreased 1%, from 11.8 million cubic meters for the three-month period ended March 31, 2019 to 11.7 million cubic meters in the comparable period in 2020. Our revenues remained flat for the three-month period ended March 31, 2020 compared to the same period in 2019, and our operating earnings before other expenses, net decreased 11%, from $291 million for the three-month period ended March 31, 2019 to $260 million for the same period in 2020. See the table below for a breakdown according to reportable segment.

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The following tables present selected financial information for revenues and operating earnings before other expenses, net for each of our reportable segments for the three-month periods ended March 31, 2019 and 2020. The revenues information in the table below are presented before eliminations resulting from consolidation shown in note 4B to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein. 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:

“—” = Not Applicable

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Revenues. Our consolidated revenues remained flat, for the three-month period ended March 31, 2020 compared to the same period in 2019. Higher prices of our products in local-currency terms in most of our regions, as well as higher volumes for our three core products in our U.S. and Asia Middle East & Africa regions as well as higher cement volumes in Mexico, were offset by lower volumes in our Europe and South, Central America and the Caribbean regions. Set forth below is a quantitative and qualitative analysis of the various factors affecting our revenues on a reportable segment basis. The discussion of volume data and revenues information below is presented before eliminations resulting from consolidation as described in note 4B to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

Mexico

As of March 31, 2020, our domestic cement sales volumes from our operations in Mexico increased 2% for the three-month period ended March 31, 2020 compared to the same period in 2020, and ready-mix concrete sales volumes decreased 2% over the same period. Our revenues from our operations in Mexico represented 21% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Bagged cement demand drove the improvement in our cement volumes. Our cement export volumes from our operations in Mexico, which represented 13% of our Mexican cement sales volumes for the three-month period ended March 31, 2020, increased 73% for the three-month period ended March 31, 2020 compared to the same period in 2019. Of our total cement export volumes from our operations in Mexico during the three-month period ended March 31, 2020, 77% was shipped to the U.S. and 23% to our Rest of South, Central America and the Caribbean region. Our average sales price of domestic cement from our operations in Mexico remained flat, in Mexican Peso terms, for the three-month period ended March 31, 2020 compared to the same period in 2019, and our average sales price of ready-mix concrete increased 1%, in Mexican Peso terms, over the same period. For the three-month period ended March 31, 2020, cement represented 56%, ready-mix concrete 22% and our aggregates and other businesses 22% of our revenues in Dollar terms from our operations in Mexico before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of increases in domestic cement sales volumes and ready-mix concrete sales prices, partially offset by decreases in ready-mix concrete sales volumes, our net sales in Mexico in Mexican Peso terms increased 4% for the three-month period ended March 31, 2020 compared to the same period in 2019.

United States

As of March 31, 2020, our domestic cement sales volumes from our operations in the U.S. increased 10% for the three-month period ended March 31, 2020 compared to the same period in 2019, and ready-mix concrete sales volumes increased 9% over the same period. The increase in domestic cement and ready-mix concrete sales volumes reflect the continuation of the demand momentum experienced in fourth quarter coupled with better weather conditions. The drivers of demand in the quarter were residential and infrastructure activity. Our operations in the U.S. represented 30% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our average domestic cement sales prices of our operations in the U.S. increased 3%, in Dollar terms, for the three-month period ended March 31, 2020 compared to the same period in 2019, and our average ready-mix concrete sales price increased 3%, in Dollar terms, over the same period. For the three-month period ended March 31, 2020, cement represented 29%, ready-mix concrete 43% and our aggregates and other businesses 28% of revenues in Dollar terms from our operations in the U.S. before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of increases in domestic cement and ready-mix concrete sales volumes and sales prices, revenues from our operations in the U.S., in Dollar terms, increased 13% for the three-month period ended March 31, 2020 compared to the comparable period in 2019.

Europe

For the three-month period ended March 31, 2020, our operations in the Europe region consisted of our operations in the United Kingdom, France, Germany and Spain, which represent the most significant operations in this region, in addition to the Rest of Europe. Our revenues from our operations in the Europe region represented 20% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. As of March 31, 2020, our operations in the Europe

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region represented 15% of our total assets. During the three-month period ended March 31, 2020, our domestic cement presents solid growth in our Central European markets, driven primarily by continued work in the infrastructure sector, partially offset by declines in the UK and Spain due to COVID-19 measures during March 2020. During the quarter, we implemented successful price increases in the United Kingdom and Spain. In France, Spain and the United Kingdom, we observed a significant deceleration in construction activity as a result of the implementation of stringent COVID-19 measures during March 2020. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our revenues for our main operations in the Europe region.

United Kingdom

Our domestic cement sales volumes from our operations in the United Kingdom decreased 14% for the three-month period ended March 31, 2020 compared to the same period in 2019, and ready-mix concrete sales volumes decreased 7% over the same period. The decreases in domestic cement and ready-mix concrete volumes reflected a deceleration in construction activity as a result of the implementation of stringent COVID-19 measures during March 2020. Our operations in the United Kingdom represented 5% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our average sales price of domestic cement from our operations in the United Kingdom increased 3%, in Pound terms, in the three-month period ended March 31, 2020 compared to the same period in 2019, and our average sales price of ready-mix decreased 2%, in Pound terms, over the same period. For the three-month period ended March 31, 2020, cement represented 20%, ready-mix concrete 26% and our aggregates and other businesses 54% of revenues in Dollar terms from our operations in the United Kingdom before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of decreases in ready-mix concrete sales volumes and sales prices and domestic cement sales volumes, partially offset by increases in domestic cement sales prices, revenues from our operations in the United Kingdom, in Pound terms, decreased 5% for the three-month period ended March 31, 2020 compared to the same period in 2019.

France

Our ready-mix concrete sales volumes from our operations in France decreased 18% in the three-month period ended March 31, 2020 compared to the same period in 2019. The decreases in volumes reflected a deceleration in construction activity as a result of the implementation of stringent COVID-19 measures during March 2020. Our operations in France represented 6% of our total revenues for the three-month period ended March 31, 2020 in Dollar terms, before eliminations resulting from consolidation. Our average sales price of ready-mix concrete of our operations in France increased 2%, in Euro terms, in the three-month period ended March 31, 2020 compared to the same period in 2019. For the three-month period ended March 31, 2020, ready-mix concrete represented 64% and our aggregates and other businesses 36% of revenues in Dollar terms from our operations in France before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of the decreases in our ready-mix concrete sales volumes, partially offset by increases in ready-mix concrete sales prices, revenues from our operations in France, in Euro terms, decreased 14% for the three-month period ended March 31, 2020 compared to the same period in 2019.

Germany

Our domestic cement sales volumes from our operations in Germany increased 17% in the three-month period ended March 31, 2020 compared to the same period in 2019, and ready-mix concrete sales volumes increased 18% over the same period. The increase in domestic cement and ready-mix concrete sales volumes were mainly by continued work in the infrastructure sector. Our operations in Germany represented 3% of our total revenues for the three-month period ended March 31, 2020 in Dollar terms, before eliminations resulting from consolidation. Our cement export volumes from our operations in Germany, which represented 29% of our Germany cement sales volumes for the three-month period ended March 31, 2020 increased 13% in the three-month period ended March 31, 2020 compared to the same period in 2019. All of our total cement export volumes from our operations in Germany during the three-month period ended March 31, 2020, were to our Rest of Europe region. Our average sales price of domestic cement from our operations in Germany increased 2%, in Euro terms, in the three-month period ended March 31, 2020 compared to the same period in 2019, and our average sales price of ready-mix concrete increased 4%, in Euro terms, over the same period. For the three-month period ended March 31, 2020, cement represented 34%, ready-mix concrete 31% and our aggregates and other businesses 35% of revenues in Dollar terms from our operations in Germany before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of the increased in our domestic cement and ready-mix concrete sales volumes and sales prices, revenues from our operations in Germany, in Euro terms, increased 31% in 2020 compared to 2019.

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Spain

Our domestic cement sales volumes from our operations in Spain decreased 9% in the three-month period ended March 31, 2020 compared to the same period in 2019, while ready-mix concrete sales volumes decreased 18% over the same period. The decreases in domestic cement and ready-mix concrete volumes reflected a deceleration in construction activity as a result of the implementation of stringent COVID-19 measures during March 2020. Our operations in Spain represented 2% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our cement export volumes from our operations in Spain, which represented 19% of our Spain cement sales volumes for the three-month period ended March 31, 2020, decreased 12% in the three-month period ended March 31, 2020 compared to the same period in 2019. All of our cement export volumes from our operations in Spain during three-month period ended March 31, 2020, were to the United Kingdom. Our average sales price of domestic cement of our operations in Spain increased 2%, in Euro terms, in the three-month period ended March 31, 2020 compared to the same period in 2019, and our average sales price of ready-mix concrete increased 6%, in Euro terms, over the same period. For the three-month period ended March 31, 2020, cement represented 64%, ready-mix concrete 24% and our aggregates and other businesses 12% of revenues in Dollar terms from our operations in Spain before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

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, revenues from our operations in Spain, in Euro terms, decreased 10% in the three-month period ended March 31, 2020 compared to the same period in 2019.

Rest of Europe

Our domestic cement sales volumes from our operations in the Rest of Europe decreased 1% in the three-month period ended March 31, 2020 compared to the same period in 2019, and ready-mix concrete sales volumes increased 3% over the same period. Our cement export volumes from our operations in the Rest of Europe segment, which represented 6% of our Rest of Europe cement sales volumes for the three-month period ended March 31, 2020, decreased 41% in the three-month period ended March 31, 2020 compared to the same period in 2019. Of our total cement export volumes from our operations in Rest of Europe during the three-month period ended March 31, 2020, 10% were to Germany, 13% were to Israel, 69% were within the region and 8% were to the Asia, Middle East and Africa region. Our revenues from our operations in the Rest of Europe represented 4% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our average sales price of domestic cement from our operations in the Rest of Europe increased 3%, in Euro terms, in the three-month period ended March 31, 2020 compared to the same period in 2019, and our average sales price of ready-mix concrete increased 1%, in Euro terms, over the same period. For the three-month period ended March 31, 2020, cement represented 55%, ready-mix concrete 34% and our aggregates and other businesses 11% of revenues in Dollar terms from our operations in the Rest of Europe before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of increases in our domestic cement sales prices and ready-mix concrete sales volumes and sales prices, partially offset by decreases in domestic cement sales volumes, revenues in the Rest of Europe, in Euro terms, increased 7% in the three-month period ended March 31, 2020 compared to the same period in 2019.

South, Central America and the Caribbean

For the three-month period ended March 31, 2020, our operations in the SCA&C region consisted of our operations in Colombia, Panama, the Dominican Republic, our Caribbean TCL operations, which represent our most significant operations in this region, and the Rest of SCA&C, Guatemala and El Salvador, excluding the acquired operations of the Caribbean TCL. Our revenues from our operations in the SCA&C region represented 12% of our total revenues in Dollar terms for the three-month period ended March 31, 2020, before eliminations resulting from consolidation. In the South, Central America and the Caribbean region, we continued to experience favorable pricing dynamics during the quarter despite a significant decline in demand, due in part to governments’ measures to contain the spread of COVID-19. As of March 31, 2020, our operations in the SCA&C region represented 9% of our total assets. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our revenues for our main operations in the SCA&C region.

Colombia

Our domestic cement sales volumes from our operations in Colombia decreased 15% in the three-month period ended March 31, 2020 compared to the same period in 2019, and ready-mix concrete sales volumes decreased 24% over the same period. Activity in Colombia was strong before the implementation of the government’s COVID-19 restrictions. Our revenues from our operations in Colombia represented 3% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our average sales price of domestic cement from our operations in Colombia increased 9%, in Colombian Peso terms, in the three-month period ended March 31, 2020 compared to the same period in 2019, and our average sales price of ready-mix concrete increased 3%, in Colombian Peso terms, over the same period. For the three-month period ended March 31, 2020, cement represented 55%, ready-mix concrete 25% and our aggregates and other businesses 20% of our revenues in Dollar terms from our operations in Colombia before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

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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, revenues of our operations in Colombia, in Colombian Peso terms, decreased 8% in the three-month period ended March 31, 2020 compared to the same period in 2019.

Panama

Our domestic cement sales volumes from our operations in Panama decreased 30% in the three-month period ended March 31, 2020 compared to the same period in 2019, and ready-mix concrete sales volumes decreased 39% over the same period. Our operations in Panama continue to suffer from delays in infrastructure projects, high inventories in apartments and offices, as well as by the deceleration of the economy. The COVID-19 crisis intensified an already weakened demand environment. Our revenues from our operations in Panama represented 1% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our average sales price of domestic cement from our operations in Panama decreased 7% in Dollar terms, in the three-month period ended March 31, 2020 compared to the same period in 2019, and our average sales price of ready-mix concrete decreased 8%, in Dollar terms, over the same period. For the three-month period ended March 31, 2020, cement represented 68%, ready-mix concrete 20% and our aggregates and other businesses 12% of our revenues in Dollar terms from our operations in Panama before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of decreases in domestic cement and ready-mix concrete sales volumes and sales prices, revenues of our operations in Panama, in Dollar terms, decreased 30% in the three-month period ended March 31, 2020 compared to same period in 2019.

Caribbean TCL

Our domestic cement sales volumes from our operations in Caribbean TCL increased 1% in the three-month period ended March 31, 2020 compared to the same period in 2019, while ready-mix concrete sales volumes decreased 25% over the same period. Our revenues from our operations in Caribbean TCL represented 2% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our cement export volumes from our operations in Caribbean TCL segment represented 21% of our Caribbean TCL cement sales volumes for the three-month period ended March 31, 2020, increased 2% in the three-month period ended March 31, 2020 compared to the same period in 2019. All of our total cement exports from our operations in Caribbean TCL during the three-month period ended March 31, 2020 were to the Rest of South, Central America and the Caribbean region. Our average sales price of domestic cement of our operations in Caribbean TCL decreased 4%, in Trinidad and Tobago Dollar terms, in the three-month period ended March 31, 2020 compared to the same period in 2019, and our average sales price of ready-mix concrete decreased 9%, in Trinidad and Tobago Dollar terms, over the same period. For the three-month period ended March 31, 2020, cement represented 89%, ready-mix concrete 3% and our other businesses 8% of revenues in Dollar terms from our operations in Caribbean TCL before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of decreases in domestic cement and ready-mix concrete sales prices and ready-mix concrete sales volumes, partially offset by increases in domestic cement sales volumes, revenues of our operations in Caribbean TCL, in Trinidad and Tobago Dollar terms, decreased 3% in the three-month period ended March 31, 2020 compared to the same period in 2019.

Dominican Republic

Our domestic cement sales volumes from our operations in the Dominican Republic decreased 7% in the three-month period ended March 31, 2020 compared to the same period in 2019, while ready-mix concrete sales volumes decreased 8% over the same period. The decreases in our domestic cement sales volumes in our Dominican Republic region were mainly driven by government restrictions implemented since mid-March 2020 slowed down the demand for our products. Domestic cement and ready-mix prices continued their positive trend. Our operations in the Dominican Republic represented 2% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our cement export volumes from our operations in the Dominican Republic, which represented 12% of our Dominican Republic cement sales volumes for the three-month period ended March 31, 2020, decreased 5% in the three-month period ended March 31, 2020 compared to the same period in 2019. Of our total cement export volumes from our operations in the Dominican Republic during the three-month period ended March 31, 2020, all were to our Rest of South, Central America and the Caribbean region. Our average sales price of domestic cement of our operations in the Dominican Republic increased 13%, in Dominican Peso terms, in the three-month period ended March 31, 2020 compared to the same period in 2019, and our average sales price of ready-mix concrete increased 7%, in Dominican Peso terms, over the same period. For the three-month period ended March 31, 2020, cement represented 72%, ready-mix concrete 10% and our aggregates and other businesses 18% of revenues in Dollar terms from our operations in the Dominican Republic before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

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, revenues from our operations in the Dominican Republic, in Dominican Peso terms, increased 5% in the three-month period ended March 31, 2020 compared to the same period in 2019.

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Rest of South, Central America and the Caribbean

Our domestic cement volumes from our operations in the Rest of South, Central America and the Caribbean decreased 5% in the three-month period ended March 31, 2020 compared to the same period in 2019, and ready-mix concrete sales volumes decreased 17% over the same period. Our cement export volumes from our operations in the Rest of South, Central America and the Caribbean segment, which represented 6% of our Rest of South, Central America and the Caribbean cement sales volumes for the three-month period ended March 31, 2020, increased 6% in the three-month period ended March 31, 2020 compared to the same period in 2019. Of our total cement export volumes from our operations in Rest of South, Central America and the Caribbean during the three-month period ended March 31, 2020, 98% were within the same region and 2% were to the Rest of Europe region. Our revenues from our operations in the Rest of South, Central America and the Caribbean represented 4% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our average sales price of domestic cement from our operations in the Rest of South, Central America and the Caribbean remained flat in Dollar terms, in the three-month period ended March 31, 2020 compared to the same period in 2019, and our average sales price of ready-mix concrete decreased 3%, in Dollar terms, over the same period. For the three-month period ended March 31, 2020, cement represented 87%, ready-mix concrete 7% and our aggregates and other businesses 6% of revenues in Dollar terms from our operations in the Rest of South, Central America and the Caribbean before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of decreases in domestic cement sales volumes and ready-mix concrete sales volumes and sales prices, revenues of our operations in the Rest of South, Central America and the Caribbean, in Dollar terms, decreased 8% in the three-month period ended March 31, 2020 compared to the same period in 2019.

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Asia, Middle East and Africa

For the three-month period ended March 31, 2020, our operations in the Asia, Middle East and Africa region consisted of our operations in the Philippines and Israel, which represent the most significant operations in this region, in addition to the Rest of Asia, Middle East and Africa, which refers primarily to operations in Egypt and the UAE. Our revenues from our operations in the Asia, Middle East and Africa region represented 10% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. In our Asia, Middle East and Africa region, we experienced favorable volume dynamics in the quarter. In contrast, regional cement prices declined due to competitive dynamics in the Philippines and Egypt. As of March 31, 2020, our operations in the Asia, Middle East and Africa region represented 6% of our total assets. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our revenues for our main operations in the Asia, Middle East and Africa region.

The Philippines

Our domestic cement sales volumes from our operations in the Philippines decreased 4% in the three-month period ended March 31, 2020 compared to the same period in 2019. The decrease in domestic cement volumes was mainly due to increased competitive dynamics. Our cement export volumes from our operations in the Philippines, which represented less than 1% of our Philippines cement sales volumes for the three-month period ended March 31, 2020, decreased 2% in the three-month period ended March 31, 2020 compared to the same period in 2019. All of our total cement exports from our operations in Philippines during the three-month period ended March 31, 2020 were to the Rest of Asia, Middle East and Africa region. Our revenues from our operations in the Philippines represented 3% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our average sales price of domestic cement from our operations in the Philippines decreased 6%, in Philippine Peso terms, in the three-month period ended March 31, 2020 compared to the same period in 2019. For the three-month period ended March 31, 2020, cement represented 99% and our aggregate and other businesses 1% of our revenues in Dollar terms from our operations in the Philippines before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of the decreased in our domestic cement sales volumes and sales prices, revenues of our operations in the Philippines, in Philippine Peso terms, decreased 10% in the three-month period ended March 31, 2020 compared to the same period in 2019.

Israel

Our ready-mix concrete sales volumes from our operations in Israel increased 11% in the three-month period ended March 31, 2020 compared to the same period in 2019. The increase in the ready-mix concrete sales volumes was mainly driven by the infrastructure sector was the main driver for growth, closely followed by housing and commercial activity. Our operations in Israel represented 5% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our average sales price of ready-mix concrete of our operations in Israel remained flat, in Israeli New Shekel terms, in the three-month period ended March 31, 2020 compared to the same period in 2019. For the three-month period ended March 31, 2020, ready-mix concrete represented 67% and our aggregates and other businesses 33% of revenues in Dollar terms from our operations in Israel before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

As a result of our increased in ready-mix concrete sales volumes, revenues from our operations in Israel, in Israeli New Shekel terms, increased 10% in the three-month period ended March 31, 2020 compared to the same period in 2019.

Rest of Asia, Middle East and Africa

Our domestic cement sales volumes from our operations in the Rest of Asia, Middle East and Africa increased 11% in the three-month period ended March 31, 2020 compared to the same period in 2019, and ready-mix concrete sales volumes decreased 24% over the same period. Our cement export volumes from our operations in Rest of Asia, Middle East and Africa, which represented less than 1% of our Rest of Asia, Middle East and Africa cement sales volumes for the three-month period ended March 31, 2020, decreased 98% in the three-month period ended March 31, 2020 compared to the same period in 2019. All of our total cement exports from our operations in the region during the three-month period ended March 31, 2020 were within the same operations region. Our revenues from our operations in our Rest of Asia, Middle East and Africa segment represented 2% of our total revenues for the three-month period ended March 31, 2020, in Dollar terms, before eliminations resulting from consolidation. Our average sales price of domestic cement remained flat, in Dollar terms, in the three-month period ended March 31, 2020 compared to the same period in 2019, and the average sales price of ready-mix concrete increased 4%, in Dollar terms, over the same period. For the three-month period ended March 31, 2020, cement represented 71%, ready-mix concrete 28% and our aggregates and other business 1% of revenues from our operations in the Rest of Asia, Middle East and Africa before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable.

21

As a result of decreases in ready-mix concrete sales volumes, partially offset by increases in domestic cement sales volumes and ready-mix concrete sales prices, revenues from our operations in Rest of Asia, Middle East and Africa, in Dollar terms, decreased 8% in the three-month period ended March 31, 2020 compared to the same period in 2019.

Others

Revenues from our Others segment decreased 12% before intra-sector eliminations within the segment and before eliminations resulting from consolidation, as applicable, in the three-month period ended March 31, 2020 compared to the same period in 2019, in Dollar terms. The decrease resulted primarily from a lower revenue of 13% in our information technology solutions company. For the three-month period ended March 31, 2020, our information technology solutions company represented 29% and our trading operations represented 24% of our revenues in our Others segment, in Dollar terms.

Cost of Sales

Our cost of sales, including depreciation, decreased 0.1% from $2,122 million in the three-month period ended March 31, 2019 to $2,119 million in the same period in 2020. As a percentage of revenues, cost of sales increased from 68.6% in the three-month period ended March 31, 2019 to 68.7% in the same period in 2020. The increased in cost of sales as a percentage of revenues was mainly driven by higher cost of purchased cement, as well as higher freight costs in ready-mix, partially offset by lower energy costs. 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 by 0.6% from $972 million in the three-month period ended March 31, 2019 to $966 million in the same period in 2020. As a percentage of revenues, gross profit, almost remained flat, decreasing from 31.4% in the three-month period ended March 31, 2019 to 31.3% in the same period in 2020. 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 and distribution and logistics expenses, increased 3.7%, from $681 million in 2019 to $706 million in the same period in 2020. As a percentage of revenues, operating expenses increased from 22% in the three-month period ended March 31, 2019 to 22.9% in the same period in 2020. 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 three-month periods ended March 31, 2019 and 2020, selling expenses included as part of the line item “Operating expenses” amounted to $84 million and $86 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 $344 million in the three-month period ended March 31, 2019 and $361 million in the same period in 2020. As a percentage of revenues, distribution and logistics expenses increased from 11.1% in the three-month period ended March 31, 2019 to 11.7% in the same period in 2020.

Operating Earnings Before Other Expenses, Net

For the reasons described above, our operating earnings before other expenses, net decreased 10.7% from $291 million in the three-month period ended March 31, 2019 to $260 million in the same period in 2020. As a percentage of revenues, operating earnings before other expenses, net decreased from 9.4% in the three-month period ended March 31, 2019 to 8.4% in the same period in 2020. 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 reportable segment basis.

Mexico

Our operating earnings before other expenses, net, from our operations in Mexico decreased 10% in the three-month period ended March 31, 2019 compared to the same period in 2020, in Dollar terms, from operating earnings before other expenses, net, of $217 million in the three-month period ended March 31, 2019 to operating earnings before other expenses, net, of $196 million in the same period in 2020. Our operating earnings before other expenses, net from our operations in Mexico represented 75% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The decrease resulted primarily from the decrease in our revenues.

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United States

Our operating earnings before other expenses, net, from our operations in the U.S. increased 120% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Dollar terms. Our operating earnings before other expenses, net from our operations in the U.S. represented 21% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The increase resulted primarily from the increase in our revenues in the United States.

Europe

United Kingdom. Our operating earnings before other expenses, net, from our operations in the United Kingdom decreased significantly by 271%, in Pound terms, in the three-month period ended March 31, 2020 compared to the same period in 2019. Our operating loss before other expenses, net from our operations in the United Kingdom represented a loss of $5 million, which represents a negative impact of 2% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The decrease resulted primarily from the decrease in our revenues.

France. Our operating earnings before other expenses, net, from our operations in France decreased 78%, in Euro terms, in the three-month period ended March 31, 2020 compared to the same period in 2019. Our operating earnings before other expenses, net from our operations in France represented 1% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The decrease resulted primarily from the decrease in our revenues.

Germany. Our operating loss before other expenses, net, from our operations in Germany decreased 62%, in Euro terms, in the three-month period ended March 31, 2020 compared to the same period in 2019. Our operating loss before other expenses, net from our operations in Germany represented a loss of $5 million, which represents a negative impact of 2% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The decrease resulted primarily from the increase in our revenues.

Spain. Our operating loss before other expenses, net, from our operations in Spain increased 52% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Euro terms. Our operating loss before other expenses, net from our operations in Spain represented a loss of $10 million, which was a negative impact of 4% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The increase resulted primarily from the decrease in our revenues.

Rest of Europe. Our operating earnings before other expenses, net, from our operations in the Rest of Europe increased significantly 586% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Euro terms. Our operating earnings before other expenses, net from our operations in the Rest of Europe region represented 3% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The increase resulted primarily from the increase in our revenues.

South, Central America and the Caribbean

Colombia. Our operating earnings before other expenses, net, from our operations in Colombia decreased 25% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Colombian Peso terms. Our operating earnings before other expenses, net from our operations in Colombia represented 4% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The decrease resulted primarily from the decrease in revenues from our Colombian operations.

Panama. Our operating earnings before other expenses, net, from our operations in Panama decreased 33% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Dollar terms. Our operating earnings before other expenses, net from our operations in Panama represented 2% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The decrease resulted primarily from the decrease in our revenues.

Caribbean TCL. Our operating earnings before other expenses, net, from our operations in Caribbean TCL decreased 21% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Trinidad and Tobago Dollar terms. Our operating earnings before other expenses, net from our Caribbean TCL operations represented 3% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The decrease resulted primarily from the decrease in our revenues.

Dominican Republic. Our operating earnings before other expenses, net, from our operations in the Dominican Republic increased 19% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Dominican Peso terms. Our operating earnings before other expenses, net from our operations in the Dominican Republic represented 8% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The increase resulted primarily from a reduction in operating cost.

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Rest of South, Central America and the Caribbean. Our operating earnings before other expenses, net, from our operations in the Rest of South, Central America and the Caribbean decreased 12% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Dollar terms. Our operating earnings before other expenses, net from our operations in the Rest of South, Central America and the Caribbean region represented 9% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The decrease resulted primarily from the decrease in our revenues.

Asia, Middle East and Africa

The Philippines. Our operating earnings before other expenses, net, from our operations in the Philippines decreased 5% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Philippine Peso terms. Our operating earnings before other expenses, net from our operations in the Philippines represented 8% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The decrease resulted primarily from the decrease in our revenues.

Israel. Our operating earnings before other expenses, net, from our operations in Israel increased 14% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Israeli New Shekel terms. Our operating earnings before other expenses, net from our operations in Israel represented 7% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The increase in Israel operating earnings resulted primarily from the increase in our revenues.

Rest of Asia, Middle East and Africa. Our operating loss before other expenses, net, from our operations in the Rest of Asia, Middle East and Africa increased significantly by 100% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Dollar terms. Our operating loss before other expenses, net from our operations in the Rest of Asia, Middle East and Africa region represented a loss of $2 million, which was a negative impact of 1% of our total operating earnings before other expenses, net for the three-month period ended March 31, 2020, in Dollar terms. The increase resulted primarily from the increase in our revenues.

Others. Our operating loss before other expenses, net, from our operations in our Others segment increased 53% in the three-month period ended March 31, 2020 compared to the same period in 2019, in Dollar terms. The increase resulted primarily from the decrease in our revenues, mainly in our information technology solutions.

Other Expenses, Net. Our other expenses, net, decreased 21%, in Dollar terms, from an expense of $53 million in the three-month period ended March 31, 2019 to an expense of $42 million in the same period in 2020. Other expenses, net, which includes severance payments, contingency expenses that were COVID-19 related, results from the sale of assets and others The decrease in our Other Expense, net, in 2020 resulted primarily from a decrease in restructuring cost from an expense of $18 million in the three-month period ended March 31, 2019 to an expense of $3 million in the same period in 2020. See note 6 to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

The most significant items included under this caption for the three-month periods ended March 31, 2019 and 2020, are as follows:

Financial expense. Our financial expense decreased 10.1%, from $189 million in the three-month period ended March 31, 2019 to $170 million in the same period in 2020, primarily attributable to lower interest rates on our financial debt, partially offset by an increase in our financial debt during the three-month period ended March 31, 2019 compared to the same period in 2020. See note 7A to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

Financial income and other items, net. Our financial income and other items, net, in Dollar terms, increased significantly from an income of $2 million in the three-month period ended March 31, 2019 to an income of $14 million in the same period in 2020, mainly as a result of a gain in foreign exchange results during the three-month period ended March 31, 2020, reflects a gain of $51 million in such period due to the fluctuation of the Mexican peso versus the Dollar, partially offset by the fluctuation of the Euro and the Colombian peso versus the Dollar. In addition, the foreign exchange gain during the three-month period ended March 31, 2020 was partially offset by our results from financial instruments, net, which changed from a gain of $8 million in the three-month period ended March 31, 2019 to a loss of $27 million in the same period in 2020 as a result of losses in our equity forwards on third-party shares and in our fuel price hedge derivatives. See notes 7B and 15C to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

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The most significant items included under this caption for the three-month periods ended March 31, 2019 and 2020 are as follows:

Income Taxes. Our income tax effect in the income statements, which is comprised of current income taxes plus deferred income taxes, decreased 19.4% from an expense of $62 million in the three-month period ended March 31, 2019 to $50 million in the same period in 2020. The decrease was primarily attributable to a decrease in our current income tax expense. Our current income tax expense decreased from an expense of $37 million in the three-month period ended March 31, 2019 to an expense of $30 million in the same period in 2020.

Net Income from continuing operations. For the reasons described above, our net income from continuing operations for the three-month period ended March 31, 2020 increased significantly by 270%, from a net loss from continuing operations of $10 million in three-month period ended March 31, 2019 to a net income from continuing operations of $17 million in the same period in 2020. As a percentage of revenues, net income from continuing operations represented a negative impact of 0.3% for the three-month period ended March 31, 2019 and 0.6% for the same period in 2020.

Discontinued operations, net of tax. For the three-month periods ended March 31, 2019 and 2020, our discontinued operations included in our consolidated income statements amounted to a net income from discontinued operations of $64 million and a net income from discontinued operations of $30 million, respectively. As a percentage of revenues, discontinued operations, net of tax, represented 2.1% for the three-month period ended March 31, 2019, and 1% for the same period in 2020. See note 4A to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

Consolidated Net Income. For the reasons described above, our consolidated net income (before deducting the portion allocable to non-controlling interest) for 2020 decreased 13%, from a consolidated net income of $54 million in the three-month period ended March 31, 2019 to a consolidated net income of $47 million in the same period in 2020. As a percentage of revenues, consolidated net income represented 1.8% for the three-month period ended March 31, 2019, and 1.6% for the same period in 2020.

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 66.7%, from an income of $15 million in the three-month period ended March 31, 2019 to an income of $5 in the same period in 2020, primarily attributable to a decrease in the net income of the consolidated entities in which others have a non-controlling interest. As a percentage of revenues, non-controlling interest net income represented 0.5% and 0.2% for the three-month periods ended March 31, 2019 and 2020, respectively. See note 18B to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

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 7.7%, from a controlling interest net income of $39 million in the three-month period ended March 31, 2019 to $42 million in the same period in 2020. As a percentage of revenues, controlling interest net income, represented 1.3% for the three-month period ended March 31, 2019, and 1.4% for the same period in 2020.

Liquidity and Capital Resources

Operating Activities

We have satisfied our operating liquidity needs primarily through the operations 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 net cash flows provided by operating activities from continuing operations before financial expense and coupons on Perpetual Debentures (as defined in the 2019 Annual Report) and income taxes paid in cash increased significantly by 430% from $27 million for the three-month period ended March 31, 2019 to $143 million in the same period in 2020. See our statements of cash flows for the three-month periods ended March 31, 2019 and 2020 included herein. CEMEX management is of the opinion that working capital is sufficient for our current requirements.

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Sources and Uses of Cash

Our review of sources and uses of cash below refers to nominal amounts included in our consolidated statements of cash flows for the three-month periods ended March 31, 2019 and 2020.

Our primary sources and uses of cash during the three-month periods ended March 31, 2019 and 2020 were as follows:

March 31, 2020. During the three-month period ended March 31, 2020, excluding the negative foreign currency effect of our initial balances of cash and cash equivalents generated during the period of $36 million, there was an increase in cash and cash equivalents from continuing operations of $623 million. This increase was the result of our net cash flows provided by investing activities from continuing operations and from cash flows provided by financing activities from continuing operations, partially offset by our net cash flows used in operating activities from continuing operations, which, after financial expense and coupons on perpetual debentures paid and income taxes paid in cash of $193 million, amounted to $50 million.

For the three-month period ended March 31, 2020, our net cash flows used in operating activities included cash flows generated from changes in working capital, excluding income taxes, of $348 million, which was primarily comprised of trade receivables, other accounts receivable and other assets, inventories and trade payables, for an aggregate amount of $350 million, partially offset by other accounts payable and accrued expenses for an amount of $2 million.

During the three-month period ended March 31, 2020, our net cash flows provided by investing activities from continuing operations of $335 million, which was primarily comprised of disposal and acquisition of subsidiaries and other disposal groups, net and intangible assets and other non-current assets and others, net for an aggregate amount of $461 million, partially offset by investment in property, machinery and equipment, net for an aggregate amount of $126 million and our net cash flows provided by our financing activities of $338 million, which include proceeds from debt, net of $1,118 million, partially offset by resources used in derivative financial instrument, share repurchase program, other financial obligation, net, securitization of trade receivables and non-current liabilities, net, for an aggregate amount of $780 million, were partially offset in connection with our net cash flows used in operating activities from continuing operations after interest and coupons on Perpetual Debentures and income taxes paid in cash of $193 million, amounted to $50 million.

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March 31, 2019. During the three-month period ended March 31, 2019, excluding the positive foreign currency effect of our initial balances of cash and cash equivalents generated during the period of $61 million, there was an increase in cash and cash equivalents from continuing operations of $52 million. This increase was the result of our net cash flows provided by investing activities from continuing operations of $272 million, partially offset by our net cash flows used in operating activities from continuing operations, which, after interest expense and coupons on Perpetual Debentures and income taxes paid in cash of $215 million, amounted to $188 million and by our net cash flows used in financing activities from continuing operations of $32 million.

For the three-month period ended March 31, 2019, our net cash flows used in operating activities included cash flows generated by working capital of $471 million, which was primarily comprised of trade receivables, other accounts receivable and other assets, inventories, trade payables and other accounts payable and accrued expenses, for an aggregate amount of $471 million.

During the three-month period ended March 31, 2019, our net cash flows provided by investing activities from continuing operations of $272 million, which include disposal and acquisition of subsidiaries and other disposal groups, net for an amount of $386 million, partially offset by investment in property, machinery and equipment, net and intangible assets and other non-current assets and others, net, for an aggregate amount of $114 million, were disbursed in connection with our operating activities from continuing operations after interest and coupons on Perpetual Debentures and income taxes paid in cash of $215 million, amounted to $188 million and with our net cash flows used in financing activities from continuing operations of $32 million, which include derivative financial instruments, other financial obligations, net, securitization of trade receivables and non-current liabilities for an aggregate amount of $134 million, partially offset proceeds from debt, net of $102 million.

As of March 31, 2020, we had the following lines of credit, of which the only committed portion refers to the revolving credit facility under the 2017 Facilities Agreement, at annual interest rates ranging between 0.65% and 3.11%, depending on the negotiated currency:

As of March 31, 2020, we had $135 million available in our committed revolving credit tranche under the 2017 Facilities Agreement. We expect that this, in addition to our proven capacity to continually refinance and replace short-term obligations, will enable us to meet any liquidity risk in the short term. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Effects of COVID-19 on Our Business and Operations” included in the 2019 Annual Report for more information on the impact of COVID-19 on our debt and cash levels.

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Capital Expenditures

Our capital expenditures incurred for the three-month periods ended March 31, 2019 and 2020, and our expected capital expenditures for the remaining nine-month period ended December 31, 2020, which include an allocation to 2020 of a portion of our total future committed amount, are as follows:

For the three-month periods ended March 31, 2019 and 2020, we recognized $156 million and $184 million in capital expenditures from our continuing operations, respectively. As of March 31, 2020, in connection with our significant projects, we had capital expenditure commitments of $143 million, including our capital expenditures estimated to be incurred in the nine-month period ending December 31, 2020. This amount is expected to be incurred during 2020, based on the evolution of the related projects. Pursuant to the 2017 Facilities Agreement, as of March 31, 2020, we were prohibited from making aggregate annual capital expenditures in excess of $1.5 billion in any financial year (excluding certain capital expenditures, joint venture investments and acquisitions by each of CEMEX Latam Holdings, S.A. (“CLH”) and CEMEX Holdings Philippines, Inc. (“CHP”) and their respective subsidiaries and those funded by Relevant Proceeds (as defined in the 2017 Facilities Agreement)), which capital expenditures, joint venture investments and acquisitions at any time then incurred are subject to a separate aggregate limit of (i) $500 million (or its equivalent) for CLH and its subsidiaries and (ii) $500 million (or its equivalent) for CHP and its subsidiaries. In addition, the amounts of which we and our subsidiaries are allowed for permitted acquisitions and investments in joint ventures cannot exceed certain thresholds as set out in the 2017 Facilities Agreement. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Effects of COVID-19 on Our Business and Operations” and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Indebtedness—Recent Developments Relating to Proposed Amendments to the 2017 Facilities Agreement” included in the 2019 Annual Report for more information on the impact of COVID-19-related measures on our estimated capital expenditures for 2020 and amendments to our 2017 Facilities Agreement, which further restrict our overall capital expenditures under certain conditions.

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Our Indebtedness

As of March 31, 2020, we had $12,239 million (principal amount $12,295 million, excluding deferred issuance costs) of total debt plus other financial obligations in our statement of financial position, which does not include $441 million of Perpetual Debentures. Of our total debt plus other financial obligations, 9% were short-term (including current maturities of long-term debt) and 91% were long-term. As of March 31, 2020, 69% of our total debt plus other financial obligations was Dollar-denominated, 22% was Euro-denominated, 5% was Pound Sterling-denominated, 2% was Philippine Peso-denominated and immaterial amounts were denominated in other currencies. See note 15A to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

As of March 31, 2020, we reported an aggregate amount of outstanding debt of $3,832 million under the 2017 Facilities Agreement. As of March 31, 2020, we had $135 million available of under our revolving credit facility tranche of the 2017 Facilities Agreement. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Effects of COVID-19 on Our Business and Operations” included in the 2019 Annual Report for more information on the impact of COVID-19 on our debt and cash levels. 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—We have a substantial amount of debt and other financial obligations maturing in the next several years. If we are unable to secure refinancing on favorable terms or at all, we may not be able to comply with our upcoming payment obligations. Our ability to comply with our principal maturities and financial covenants may depend on us implementing certain initiatives, which may include 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” included in the 2019 Annual Report.

For a discussion of restrictions and covenants under the 2017 Facilities Agreement, see “Item 3—Key Information—Risk Factors—Risks Relating to Our Business—The 2017 Facilities Agreement contains several restrictions and covenants. Our failure to comply with such restrictions and covenants could have a material adverse effect on our business and financial conditions” included in the 2019 Annual Report and “Recent Developments—Recent Developments Relating to Our Indebtedness—Recent Developments Relating to Amendments to the 2017 Facilities Agreement.”

For a description of the Senior Secured Notes, see “Item 5—Operating and Financial Review and Prospects—Summary of Material Contractual Obligations and Commercial Commitments—Senior Secured Notes” included in the 2019 Annual Report.

Some of our subsidiaries and special purpose vehicles (“SPVs”) have issued or provided guarantees of certain of our indebtedness, as indicated in the table below.

In addition, as of March 31, 2020, (i) CEMEX Materials LLC was a borrower of $154 million (principal amount $150 million) under an indenture which is guaranteed by CEMEX Corp. and (ii) several of our other operating subsidiaries were borrowers under debt facilities or debt arrangements aggregating $299 million.

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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 the global economic environment deteriorates, or if because of the effects of COVID-19 on financial institutions extending maturities to companies that have our credit rating or that are highly leveraged like us becomes more restrictive and our operating results worsen significantly, if we were unable to complete debt or equity offerings, or if we are unable to consummate asset sales or if the proceeds of any divestitures and/or our cash flow or capital resources prove inadequate, 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 in the past. Our ability to comply with these ratios may be affected by current global economic conditions, including the effects of COVID-19 in 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, and volatility in foreign exchange rates and the financial and capital markets. 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. See “Recent Developments—Recent Developments Relating to Our Indebtedness—Recent Developments Relating to Amendments to the 2017 Facilities Agreement.”

Relevant Transactions Related to Our Indebtedness During the Three-Month Period Ended March 31, 2020

The following is a description of our most important transactions related to our indebtedness during the three-month period ended March 31, 2020:

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Our Other Financial Obligations

Other financial obligations in the consolidated statement of financial position as of December 31, 2019 and March 31, 2020 are detailed as follows:

As mentioned in note 2.6 to our audited consolidated financial statements included in the 2019 Annual Report, financial instruments convertible into CPOs and/or ADSs (each as defined in the 2019 Annual Report) contain components of both liability and equity, which are recognized differently depending on whether the instrument is mandatorily convertible or is optionally convertible by election of the note holders, as well as the currency in which the instrument is denominated and the functional currency of the issuer.

Leases

We have several operating and administrative assets under lease contracts. As previously described, beginning January 1, 2019, we applied IFRS 16 using the full retrospective approach and re-presented the amounts in prior periods. We apply the recognition exemption for short-term leases and leases of low-value assets. See notes 13B and 15B to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

Our Receivables Financing Arrangements

Our subsidiaries in Mexico, the U.S., 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, 2019 and 2020, trade accounts receivable included receivables of $682 million and $718 million, respectively. Under these programs, our subsidiaries effectively surrender control associated with the trade accounts receivable sold and there is no guarantee or obligation to reacquire the assets. Nonetheless, in such programs, our subsidiaries retain certain residual interest in the programs and/or maintain continuing involvement with the accounts receivable. Therefore, the trade accounts receivable sold were not removed from the statement of financial position, and the funded amounts were recognized within the line item of “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 certain 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 $83 million and $158 million as of December 31, 2019 and March 31, 2020, respectively. Therefore, the funded amount to us was $599 million as of December 31, 2019 and $560 million as of March 31, 2020. The discount granted to the acquirers of the trade accounts receivable is recorded as financial expense and amounted to $6 million and $5 million in as of March 31, 2019 and 2020, respectively. Our securitization programs are usually negotiated for periods of one to two years and are usually renewed at their maturity. See note 9 to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

March 2020 Optional Convertible Subordinated Dollar Notes

During 2015, we issued, in March 2015 and May 2015, respectively, a total of $521 million aggregate principal amount of our March 2020 Optional Convertible Subordinated Dollar Notes as a result of exchanges or settlements of other convertible notes. On March 13, 2020, CEMEX paid to the trustee of the March 2020 Optional Convertible Subordinated Dollar Notes the amount of $521 million as full settlement. As a result, on March 15, 2020, we informed the MSE that the March 2020 Optional Convertible Subordinated Dollar Notes matured, without conversion, in accordance with the indenture governing such notes, except for $2,000 aggregate principal amount of our May 2015 Convertible Notes which, as of March 15, 2020, was converted into 185 ADSs. See note 16.2 to our audited consolidated financial statements, note 15B to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to our Indebtedness—Maturity of our March 2020 Optional Convertible Subordinated Dollar Notes” included in the 2019 Annual Report.

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Perpetual Debentures

We define the “Perpetual Debentures,” collectively, as the (i) Dollar-Denominated 6.222% Fixed-to-Floating Rate Callable Perpetual Debentures issued by C5 Capital (SPV) Limited, (ii) Dollar-Denominated 6.345% Fixed-to-Floating Rate Callable Perpetual Debentures issued by C8 Capital (SPV) Limited, (iii) Dollar-Denominated 6.655% Fixed-to-Floating Rate Callable Perpetual Debentures issued by C10 Capital (SPV) Limited and (iv) Euro-Denominated 4.400% Fixed-to-Floating Rate Callable Perpetual Debentures issued by C10-EUR Capital (SPV) Limited. Unless the context otherwise requires, when we refer to the Perpetual Debentures (as defined above), we also include our dual-currency notes that underlie the Perpetual Debentures.

As of December 31, 2019 and March 31, 2020, non-controlling interest stockholders’ equity included $443 million and $441 million, respectively, representing the notional amount of Perpetual Debentures, which exclude any Perpetual Debentures held by subsidiaries. The Perpetual Debentures have no fixed maturity date and do not represent contractual obligations to exchange any series of its outstanding Perpetual Debentures for financial assets or financial liabilities. Based on their characteristics, the Perpetual Debentures, issued through SPVs, qualify as equity instruments and are classified within non-controlling interest as they were issued by consolidated entities, and, if the conditions to interest deferred are satisfied, we have the unilateral right to defer indefinitely the payment of interest due on the Perpetual Debentures. Issuance costs, as well as the interest expense, which is accrued based on the principal amount of the Perpetual Debentures, are included within “Other equity reserves” and represented expenses of $7 million and $7 million for the three-month periods ended March 31, 2019 and 2020, respectively. See notes 18B to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein. The different SPVs were established solely for purposes of issuing the Perpetual Debentures and are included in our audited consolidated financial statements included in the 2019 Annual Report. As of March 31, 2020, the Perpetual Debentures were as follows:

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 annual general ordinary shareholders’ meeting. Unless otherwise instructed by CEMEX, S.A.B. de C.V.’s shareholders, we are not required to purchase any minimum number of shares pursuant to such program.

In connection with CEMEX, S.A.B. de C.V.’s 2019 and 2020 annual general ordinary shareholders’ meetings held on March 28, 2019 and March 26, 2020, respectively, proposals were approved to set the amount of $500 million or its equivalent in Mexican Pesos, each year and until the next ordinary shareholders’ meeting, 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. The board of directors of CEMEX, S.A.B. de C.V. approved the policy and procedures for the operation of the stock repurchase program, and is authorized to determine the basis on which the repurchase and placement of such shares is made, appoint the persons who will be authorized to make the decision of repurchasing or replacing such shares and appoint the persons responsible to make the transaction and furnish the corresponding notices to authorities. The board of directors of CEMEX, S.A.B. de C.V. and/or attorneys-in-fact or delegates designated in turn, or the persons responsible for such transactions, will determine, in each case, if the repurchase is made with a charge to stockholders’ equity as long as the shares belong to CEMEX, S.A.B. de C.V. or with a charge to share capital if it is resolved to convert the shares into non-subscribed shares to be held in treasury. See “—Recent Developments—Recent Developments Relating to Our Shareholders’ Meeting” included in the 2019 Annual Report. We remain subject to certain restrictions regarding the repurchase of shares of our capital stock under the 2017 Facilities Agreement and the indentures governing the outstanding Senior Secured Notes. See “Recent Developments—Recent Developments Relating to Our Indebtedness—Recent Developments Relating to Amendments to the 2017 Facilities Agreement” and “Recent Developments—Recent Developments Relating to Our Shareholders’ Meeting” included in the 2019 Annual Report for more information regarding our restrictions regarding repurchase of shares.

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As of December 31, 2018, under the 2018 repurchase program, CEMEX, S.A.B. de C.V. repurchased 153.6 million CPOs at a weighted-average price in Mexican Pesos equivalent to $0.4883 per CPO. The total amount of these CPO repurchases, excluding fees and value-added tax, was $75 million. All the shares repurchased under the 2018 repurchase program were cancelled in 2019 by resolution of the CEMEX, S.A.B. de C.V. annual general ordinary shareholders’ meeting passed on March 28, 2019.

As of December 31, 2019, under the 2019 repurchase program, CEMEX, S.A.B. de C.V. repurchased 157.7 million CPOs, at a weighted-average price in Mexican Pesos equivalent to $0.3164 per CPO. The total amount of these CPO repurchases, excluding fees and value-added tax, was $50 million. On March 26, 2020, CEMEX, S.A.B. de C.V. held its ordinary general shareholders’ meeting at which the shareholders of CEMEX, S.A.B. de C.V. approved, among other things the cancellation of shares of CEMEX, S.A.B. de C.V. that were repurchased under the 2019 repurchase program.

From March 10, 2020 to March 24, 2020, under the 2019 repurchase program authorized at CEMEX, S.A.B. de C.V.’s ordinary general shareholders meeting held on March 28, 2019, CEMEX, S.A.B. de C.V. repurchased 378.2 million CPOs, which represented 2.5% of CEMEX, S.A.B. de C.V.’s outstanding share capital as of December 31, 2019, at a weighted-average price of 5.01 Pesos per CPO, which was equivalent to an amount $83.2 million, excluding value-added tax. CEMEX, S.A.B. de C.V. did not repurchase any other CPOs between January 1, 2020 and March 10, 2020 and has not repurchased any additional CPOs since March 24, 2020. On April 8, 2020, we announced that, to enhance our liquidity, we suspended the CEMEX, S.A.B. de C.V. share repurchase program for the remainder of 2020.

The 2017 Facilities Agreement

On July 19, 2017, we and certain of our subsidiaries entered into the facilities agreement, dated as of July 19, 2017, as amended and/or restated from time to time, including as amended on April 2, 2019, November 4, 2019 and May 22, 2020 (the “2017 Facilities Agreement”) for an amount in different currencies equivalent to $4.1 billion (in aggregate), the proceeds of which were used to refinance indebtedness incurred under a then-existing credit agreement and other debt repayment obligations. In March 2019 and October 2019, we obtained the requisite consents from lenders under the 2017 Facilities Agreement to make the 2019 Facilities Agreement Amendments. The 2019 Facilities Agreement Amendments became effective when certain customary conditions precedent were fulfilled, and the parties entered into an amendment and restatement agreement to the 2017 Facilities Agreement, on April 2, 2019 and November 4, 2019, respectively. See “—Liquidity and Capital Resources—Our Indebtedness” and “—Liquidity and Capital Resources—Relevant Transactions Related to Our Indebtedness in 2019” included in the 2019 Annual Report for a discussion of the 2019 Facilities Agreement Amendments. See “—Recent Developments—Other Recent Developments—Effectiveness of Mergers between CEMEX, S.A.B. de C.V. and certain direct and indirect subsidiaries in Mexico (the “Mexican Reorganization”)” included in the 2019 Annual Report for a description of circumstances whereby CEMEX México and Empresas Tolteca have ceased to guarantee our indebtedness to the extent they provided guarantees, and the shares of CEMEX México that were pledged or transferred to trustees under security trusts to benefit certain secured creditors of CEMEX and certain of its subsidiaries are no longer part of the collateral securing our indebtedness. On May 22, 2020, we obtained the requisite consents from lenders under the 2017 Facilities Agreement to make the 2020 Facilities Agreement Amendments. The 2020 Facilities Agreement Amendments became effective when certain customary conditions precedent were fulfilled, and the parties entered into an amendment agreement to the 2017 Facilities Agreement, on May 22, 2020. See “Recent Developments—Recent Developments Relating to Our Indebtedness—Recent Developments Relating to Amendments to the 2017 Facilities Agreement.”

As of March 31, 2020, we reported an aggregate principal amount of outstanding debt of $3,854 under the 2017 Facilities Agreement. The 2017 Facilities Agreement is secured by a first-priority security interest in substantially all the shares of CEMEX Operaciones México, S.A. de C.V (“CEMEX Operaciones México”), New Sunward Holding B.V., CEMEX Innovation Holding Ltd. and CEMEX España (the “Collateral”) and all proceeds of such Collateral. As of July 19, 2017, commitments initially available under the 2017 Facilities Agreement included (i) €741 million, (ii) £344 million and (iii) $2,746 million, out of which $1,135 million were in the revolving credit facility tranche of the 2017 Facilities Agreement. As of March 31, 2020, the 2017 Facilities Agreement had an amortization profile, considering all commitments of $47 million in 2020, $618 million in 2021, $ 2,277 million in 2022, $524 million in 2023 and 2024, respectively.

Our failure to comply with restrictions and covenants under the 2017 Facilities Agreement, as amended, could have a material adverse effect on our business and financial conditions.

For a discussion of restrictions and covenants under the 2017 Facilities Agreement, see “Item 3—Key Information—Risk Factors—Risks Relating to Our Business—The 2017 Facilities Agreement contains several restrictions and covenants. Our failure to comply with such restrictions and covenants could have a material adverse effect on our business and financial conditions.” Included in the 2019 Annual Report and “Recent Developments—Recent Developments Relating to Our Indebtedness— Recent Developments Relating to Amendments to the 2017 Facilities Agreement.”

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Senior Secured Notes

We refer to the April 2024 Dollar Notes, June 2024 Euro Notes, January 2025 Dollar Notes, May 2025 Dollar Notes, December 2024 Euro Notes, March 2026 Euro Notes, April 2026 Dollar Notes and November 2029 Dollar Notes collectively as the “Senior Secured Notes.” See “—Recent Developments—Other Recent Developments—Effectiveness of Mergers between CEMEX, S.A.B. de C.V. and certain direct and indirect subsidiaries in Mexico (the “Mexican Reorganization”)” included in the 2019 Annual Report for a description of circumstances whereby CEMEX México and Empresas Tolteca have ceased to guarantee our indebtedness to the extent they provided guarantees, and the shares of CEMEX México that were pledged or transferred to trustees under security trusts to benefit certain secured creditors of CEMEX and certain of its subsidiaries are no longer part of the collateral securing our indebtedness.

The indentures governing our outstanding Senior Secured Notes impose significant operating and financial restrictions on us. These restrictions will limit our ability, among other things, to: (i) create liens; (ii) incur additional debt; (iii) change CEMEX’s business or the business of any obligor or material subsidiary (in each case, as defined in the 2017 Facilities Agreement); (iv) enter into mergers; (v) enter into agreements that restrict our subsidiaries’ ability to pay dividends or repay intercompany debt; (vi) acquire assets; (vii) enter into or invest in joint venture agreements; (viii) dispose of certain assets; (ix) grant additional guarantees or indemnities; (x) declare or pay cash dividends or make share redemptions; (xi) enter into certain derivatives transactions; and (xii) exercise any call option in relation to any perpetual bonds issues unless the exercise of the call options does not have a materially negative impact on our cash flow.

April 2024 Dollar Notes. On April 1, 2014, CEMEX Finance issued $1.0 billion aggregate principal amount of its 6.000% Dollar-Denominated Senior Secured Notes due 2024 (the “April 2024 Dollar Notes”), in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. CEMEX, S.A.B. de C.V., CEMEX España, S.A. (“CEMEX España”) , New Sunward, CEMEX Asia, CEMEX Concretos, CEMEX Corp., Cemex Africa & Middle East Investments, CEMEX France, CEMEX Research Group and CEMEX UK have fully and unconditionally guaranteed the performance of all obligations of CEMEX Finance under the April 2024 Dollar Notes. The payment of principal, interest and premium, if any, on such notes is secured by a first-priority security interest over the Collateral and all proceeds of the Collateral. On December 19, 2019, CEMEX, S.A.B. de C.V. redeemed $360 million of the April 2024 Dollar Notes using mainly the proceeds from the issuance of the November 2029 Dollar Notes.

January 2025 Dollar Notes. On September 11, 2014, CEMEX, S.A.B. de C.V. issued $1.1 billion aggregate principal amount of its 5.700% Senior Secured Notes due 2025 (the “January 2025 Dollar Notes”) in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. CEMEX Concretos, New Sunward, CEMEX España, CEMEX Asia, CEMEX Corp., CEMEX Finance, Cemex Africa & Middle East Investments, CEMEX France, CEMEX Research Group and CEMEX UK have fully and unconditionally guaranteed the performance of all obligations of CEMEX, S.A.B. de C.V. under the January 2025 Dollar Notes. The payment of principal, interest and premium, if any, on such notes is secured by a first-priority security interest over the Collateral and all proceeds of the Collateral.

May 2025 Dollar Notes. In March 2015, CEMEX, S.A.B. de C.V. issued $750 million aggregate principal amount of its 6.125% Senior Secured Notes due 2025 (the “May 2025 Dollar Notes”) in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. CEMEX Concretos, New Sunward, CEMEX España, CEMEX Asia, CEMEX Corp., CEMEX Finance, Cemex Africa & Middle East Investments, CEMEX France, CEMEX Research Group and CEMEX UK, have fully and unconditionally guaranteed the performance of all obligations of CEMEX, S.A.B. de C.V. under the May 2025 Dollar Notes. The payment of principal, interest and premium, if any, on such notes is secured by a first-priority security interest over the Collateral and all proceeds of the Collateral.

April 2026 Dollar Notes. On March 16, 2016, CEMEX, S.A.B. de C.V. issued $1.0 billion aggregate principal amount of its 7.75% Senior Secured Notes due 2026 (the “April 2026 Dollar Notes”) in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. CEMEX España, New Sunward, CEMEX Asia, CEMEX Concretos, CEMEX Corp., CEMEX Finance, Cemex Africa & Middle East Investments, CEMEX France, CEMEX Research Group and CEMEX UK have fully and unconditionally guaranteed the performance of all obligations of CEMEX, S.A.B. de C.V. under the April 2026 Dollar Notes. The payment of principal, interest and premium, if any, on such notes is secured by a first-priority security interest over the Collateral and all proceeds of the Collateral.

June 2024 Euro Notes. On June 14, 2016, CEMEX Finance issued €400 million aggregate principal amount of its 4.625% Senior Secured Notes due 2024 denominated in Euros (the “June 2024 Euro Notes”) in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. CEMEX, S.A.B. de C.V., CEMEX Concretos, New Sunward, CEMEX España, CEMEX Asia, CEMEX Corp., Cemex Africa & Middle East Investments, CEMEX France, CEMEX Research Group and CEMEX UK have fully and unconditionally guaranteed the performance of all obligations of CEMEX Finance under the June 2024 Euro Notes. The payment of principal, interest and premium, if any, on such notes is secured by a first-priority security interest over the Collateral and all proceeds of the Collateral.

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December 2024 Euro Notes. On December 5, 2017, CEMEX, S.A.B. de C.V. issued €650 million aggregate principal amount of its 2.750% Euro-Denominated Senior Secured Notes due 2024 (the “December 2024 Euro Notes”) in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. CEMEX España, New Sunward, CEMEX Asia, CEMEX Concretos, CEMEX Corp., CEMEX Finance, Cemex Africa & Middle East Investments, CEMEX France, CEMEX Research Group and CEMEX UK have fully and unconditionally guaranteed the performance of all obligations of CEMEX, S.A.B. de C.V. under the December 2024 Euro Notes. The payment of principal, interest and premium, if any, on such notes is secured by a first-priority security interest over the Collateral and all proceeds of the Collateral.

March 2026 Euro Notes. On March 19, 2019, CEMEX, S.A.B. de C.V. issued €400 million aggregate principal amount of its 3.125% Euro-Denominated Senior Secured Notes due 2026 (the “March 2026 Euro Notes”) in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. CEMEX España, New Sunward, CEMEX Asia, CEMEX Concretos, CEMEX Corp., CEMEX Finance, Cemex Africa & Middle East Investments, CEMEX France, CEMEX Research Group and CEMEX UK have fully and unconditionally guaranteed the performance of all obligations of CEMEX, S.A.B. de C.V. under the March 2026 Euro Notes. The payment of principal, interest and premium, if any, on such notes is secured by a first-priority security interest over the Collateral and all proceeds of the Collateral.

November 2029 Dollar Notes. On November 19, 2019, CEMEX, S.A.B. de C.V. issued $1.0 billion aggregate principal amount of its 5.450% Senior Secured Notes due 2029 (the “November 2029 Dollar Notes”) in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. CEMEX España, New Sunward, CEMEX Asia, CEMEX Concretos, CEMEX Corp., CEMEX Finance, Cemex Africa & Middle East Investments, CEMEX France, CEMEX Research Group and CEMEX UK have fully and unconditionally guaranteed the performance of all obligations of CEMEX, S.A.B. de C.V. under the November 2029 Dollar Notes. The payment of principal, interest and premium, if any, on such notes is secured by a first-priority security interest over the Collateral and all proceeds of the Collateral.

Convertible Notes

March 2020 Optional Convertible Subordinated Dollar Notes. During 2015, CEMEX, S.A.B. de C.V. issued in March 2015 and May 2015, respectively, a total of $521 million aggregate principal amount of its March 2020 Optional Convertible Subordinated Dollar Notes.

On March 13, 2020, CEMEX paid to the trustee of the March 2020 Optional Convertible Subordinated Dollar Notes the amount of $521 million as full settlement. As a result, on March 15, 2020, we informed the MSE that the March 2020 Optional Convertible Subordinated Dollar Notes matured, without conversion, in accordance with the indenture governing such notes, except for $2,000 aggregate principal amount of our May 2015 Convertible Notes which, as of March 15, 2020, was converted into 185 ADSs. See note 16.2 to our audited consolidated financial statements and “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to our Indebtedness—Maturity of our March 2020 Optional Convertible Subordinated Dollar Notes” included in the 2019 Annual Report and note 15B to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

Commercial Commitments

On July 27, 2012, we entered into a Master Professional Services Agreement with IBM. This agreement provides the framework for the ordinary course of business-related services IBM provides to us on a global scale, including: information technology, application development and maintenance, finance and accounting outsourcing, human resources administration and contact-center services. The term of the agreement began on July 27, 2012 and will end on August 31, 2022, unless terminated earlier. Our minimum required payments to IBM under the agreement is $50 million per year. We have the right to negotiate a reduction of service fees every two years if, as a result of a third party’s benchmarking assessment, it is determined that IBM’s fees are greater than those charged by other providers for services of similar nature. We may terminate the agreement (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 termination charges consisting of IBM’s unrecovered investment and breakage and wind-down costs. In addition, we may terminate the agreement (or a portion of it) for cause without paying termination charges. Other termination rights may be available to us for a termination charge that varies depending on the reason for termination. IBM may terminate the agreement if we (i) fail to make payments when due or (ii) become bankrupt and do not pay in advance for the services.

On April 28, 2017, we completed the sale of the assets and activities related to the ready-mix concrete pumping business in Mexico to Cementos Españoles de Bombeo, S. de R.L., a Mexican subsidiary of Pumping Team S.L.L. (“Pumping Team”) specializing in the supply of ready-mix concrete pumping services, for an aggregate price of $88 million, which included the sale of fixed assets for $16 million, plus administrative and client and market development services, as well as the lease of facilities in Mexico that we will supply to Pumping Team over a period of ten years with the possibility to extend such term for three additional years, for an aggregate initial amount of $71 million, which are recognized each period as services are rendered. The agreement includes the possibility of a contingent revenue subject to results, productivity and term extension fees for up to $30 million, linked to annual metrics within the first five years of the agreement. In the first two years of operation under the agreements from May 2018 to April 2019 and May 2017 to April 2018, we received an aggregate amount of $2 million related to this contingent revenue.

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As of March 31, 2020, we did not depend on any single one of our suppliers of goods or services to conduct our business.

Contractual Obligations

As of December 31, 2019 and March 31, 2020, we had material contractual obligations as set forth in the table below.

Off-Balance Sheet Arrangements

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

Quantitative and Qualitative Market Disclosure

Our Derivative Financial Instruments

In the ordinary course of business, we are exposed to credit risk, interest rate risk, foreign exchange risk, equity risk, commodities risk and liquidity risk, considering the guidelines set forth by CEMEX, S.A.B. de C.V.’s board of directors, which represent our risk management framework and are supervised by several of our committees. Our management establishes specific policies that determine strategies focused on obtaining natural hedges or risk diversification to the extent possible, such as avoiding customer concentration on a determined market or aligning the currencies portfolio in which we incur our debt with those in which we generate our cash flows. As of December 31, 2018 and 2019, these strategies were sometimes complemented by the use of derivative financial instruments. See note 16.4 and 16.5 to our audited consolidated financial statements included in the 2019 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 and electric energy; (b) foreign exchange hedging; (c) hedge of forecasted transactions; and (d) other corporate purposes. See note 16.4 to our audited consolidated financial statements included in the 2019 Annual Report and note 15C to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

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As of December 31, 2019 and March 31, 2020, the notional amounts and fair values of our derivative instruments were as follows:

Our Net Investment Hedge. As of December 31, 2019 and March 31, 2020, we hold Dollar / Mexican Peso foreign exchange forward contracts under a program that started in February 2017 for up to $1,250 million and $850 million, respectively, where Mexican Pesos are sold and bought forward US Dollars with tenors of up to 24 months. During the first quarter of 2020 and as a result of the scheduled maturity of transactions, as well as the adjustments made, the notional and the tenor of the program have decreased. For accounting purposes under IFRS, we have designated this program as a hedge of our net investment in Mexican Pesos, pursuant to which changes in fair market value of these instruments are recognized as part of other comprehensive income in equity. For the three-month periods ended March 31, 2019 and 2020, these contracts generated losses of $37 million and gains of $182 million, respectively, which partially offset currency translation results in each year recognized in equity generated from our net assets denominated in Mexican Pesos due to appreciation and the depreciation of the Mexican Peso in 2019 and 2020, respectively.

Foreign Exchange Forward Contracts. As of March 31, 2020, we held British Pound/Euro foreign exchange forward contracts maturing in April 30, 2020, in which British Pounds are sold and Euros are bought, negotiated as a result of the sale of certain assets in the United Kingdom while we intend to use these proceeds in Euros, for a notional amount of $186 million. For the three-month periods ended March 31, 2020, the aggregate results of these instruments, including the effects resulting from positions entered and settled during each period, generated gains of $6 million, recognized within “Financial income and other items, net” in the income statement.

Our Equity Forward Contracts on Third-Party Shares. As of December 31, 2019 and March 31, 2020, we maintained equity forward contracts with cash settlement in March 2021, respectively, over the price of 13.9 million shares of Grupo Cementos de Chihuahua, S.A.B. de C.V. (“GCC”) in 2019, and 13.6 million shares of GCC in March 2020, in connection with our sale of GCC shares in September 2017. During the year ended December 31, 2019 and the three-month period ended March 31, 2020, we early settled a portion of these contracts for 6.9 million shares and 0.3 million shares, respectively. Changes in the fair value of these instruments and early settlement effects generated gains of $8 million in the three-month period ended March 31, 2019, and losses of $33 million in the three-month period ended March 31, 2020 recognized within “Financial income and other items, net” in the income statement.

Our Interest Rate Swaps. As of December 31, 2019 and March 31, 2020, CEMEX held interest rate swaps for a notional amount of $1,000 million, the fair value of which represented a liability of $35 million and $64 million, respectively, negotiated in June 2018 to fix interest payments of existing bank loans bearing floating rates. The contracts mature in June 2023. For accounting purposes under IFRS, we designated these contracts as cash flow hedges, pursuant to which, changes in fair value are initially recognized as part of other comprehensive income in equity and are subsequently allocated through financial expense as the interest expense of the related bank loans is accrued. For the three-month periods ended in 2019 and 2020, changes in fair value of these contracts generated losses of $10 million and losses of $33 million, respectively, recognized in other comprehensive income.

Our Fuel Price Hedging Derivatives. As of December 31, 2019 and March 31, 2020, we maintained forward and option contracts negotiated to hedge the price of certain fuels, including diesel, and gas, as solid fuel, in several operations for aggregate notional amounts of $96 million and $185 million, respectively, with an estimated aggregate fair value representing assets of $1 million in 2019 and liabilities of $27 million in 2020. By means of these contracts, for our own consumption only, we fixed the price of these fuels over certain volumes representing a portion of the estimated consumption of such fuels in several operations. These contracts have been designated as cash flow hedges of diesel, gas or coal consumption, and as such, changes in fair value are recognized temporarily through other comprehensive income and are recycled to operating expenses as the related fuel volumes are consumed. For the three-month periods ended March 31, 2019 and 2020, changes in fair value of these contracts recognized in other comprehensive income represented gains of $14 million and losses of $28 million, respectively.

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With respect to our existing financial derivatives, we may incur net losses and be subject to margin calls that will require cash. 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 is minimal. See notes 16.4 and 16.5 to our audited consolidated financial statements included in the 2019 Annual Report.

The fair value of derivative financial instruments is based on estimated settlement costs or quoted market prices and supported by confirmations of these values received from the counterparties to these financial instruments. The notional amounts of derivative financial instrument agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss.

Interest Rate Risk, Foreign Currency Risk and Equity Risk

Interest Rate Risk. The table below presents tabular information of our fixed and floating rate long-term foreign currency-denominated debt as of March 31, 2020. Average floating interest rates are calculated based on forward rates in the yield curve as of March 31, 2020. Future cash flows represent contractual principal payments. The fair value of our floating rate long-term debt is determined by discounting future cash flows using borrowing rates available to us as of March 31, 2020 and is summarized as follows:

As of March 31, 2020, 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 March 31, 2019, 30% of our foreign currency-denominated long-term debt bore floating rates at a weighted average interest rate of LIBOR plus 244 basis points. As of March 31, 2020, 38% of our foreign currency-denominated long-term debt bore floating rates at a weighted average interest rate of LIBOR plus 265 basis points. As of March 31, 2019 and 2020, if interest rates at that date had been 0.5% higher, with all other variables held constant, our net income for the three-month periods ended March 31, 2019 and 2020 would have been increased by $5 million and $5 million, respectively, as a result of higher interest expense on variable-rate debt. However, this analysis does not include the interest rate swaps held by us during the three-month periods ended March 31, 2019 and 2020. See note 15A and 15C to our unaudited condensed consolidated financial statements as of March 31, 2020 and December 31, 2019 and for the three-month periods ended March 31, 2020 and 2019 included herein.

Foreign Currency Risk. Due to our geographic diversification, our revenues 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 three-month period ended March 31, 2020, 21% of our revenues, before eliminations resulting from consolidation, were generated in Mexico, 30% in the U.S., 5% in the United Kingdom, 6% in France, 3% in Germany, 2% in Spain, 4% in the Rest of Europe, 3% in Colombia, 1% in Panama, 2% in Caribbean TCL, 2% in the Dominican Republic, 4% in the Rest of the SCA&C region, 3% in Philippines, 5% in Israel, 2% in the Rest of Asia, Middle East and Africa region and 7% from our Other operations.

As of March 31, 2020, 69% of our total debt plus other financial obligations was Dollar-denominated, 22% was Euro-denominated, 5% was Pound Sterling-denominated, 2% was Philippine Peso-denominated and immaterial amounts were denominated in other currencies, which does not include $441 million of Perpetual Debentures. Therefore, we had a foreign currency exposure arising from the debt plus other financial obligations denominated in Dollars and the debt and other financial obligations denominated in Euros versus the currencies in which our revenues are settled in most countries in which we operate. We cannot guarantee that we will generate sufficient revenues in Dollars and Euros from our operations to service these obligations. As of March 31, 2019 and 2020, CEMEX had not implemented any derivative financing hedging strategy to address this foreign currency risk.

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Equity Risk. Equity risk represents the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market price of CEMEX, S.A.B. de C.V.’s and/or a third party’s shares. As described above, we have entered into equity forward contracts on GCC shares. Under these equity forward contracts, there is a direct relationship in the change in the fair value of the derivative with the change in price of the underlying share.

As of March 31, 2019 and 2020, the potential change in the fair value of our forward contracts in GCC shares that would result from a hypothetical, instantaneous decrease of 10% in the market price of GCC shares in Dollars, with all other variables held constant, our net income for the three-month period ended 2020 and 2019 would have been reduced by $4 million and $12 million, respectively, as a result of additional negative changes in fair value associated with these forward contracts. A 10% hypothetical increase in the price of GCC shares during such period would have generated approximately the opposite effect.

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 March 31, 2020, we had $135 million available in our revolving credit facility tranche under the 2017 Credit Agreement. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Effects of COVID-19 on Our Business and Operations” included in the 2019 Annual Report for more information on the impact of COVID-19 on our debt and cash levels.

As of March 31, 2020, current assets exceeded current liabilities, which included $1,066 million of current maturities of debt and other financial obligations, by $188 million. For the three-month period ended March 31, 2020, we applied net cash flows provided by operating activities from continuing operations of $50 million, after payments of interest and income taxes. Our management believes that we will generate sufficient cash flows from operations in the following twelve months to meet our needs of cash. In addition, as of March 31, 2020, we had available committed lines of credit under the 2017 Facilities Agreement, which include the revolving credit facility, for a combined amount of $1,135 million. This, in addition to our historical capacity to be able to refinance and replace our short-term obligations, should enable us to meet any liquidity risk in the short term.

See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business—The recent COVID-19 outbreak could materially adversely affect our financial condition and results of operations” and see “Item 5—Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Effects of COVID-19 on Our Business and Operations” in the 2019 Annual Report, and “Recent Developments—Recent Developments Relating to Our Indebtedness—Recent Developments Relating to Amendments to the 2017 Facilities Agreement” for more information on our liquidity position and on risks to our business mainly caused by the COVID-19 pandemic.

Investments and Acquisitions

The transactions described below represent our principal investments, acquisitions and divestitures completed during the three-month period ended March 31, 2020.

Divestitures

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OUR CORPORATE STRUCTURE AS OF MARCH 31, 2020

CEMEX, S.A.B. de C.V. is an operating and a holding company that, in general, operates its business through subsidiaries which, in turn, hold interests in CEMEX’s cement and ready-mix concrete operating companies, as well as other businesses. The following chart summarizes CEMEX’s corporate structure as of March 31, 2020, as well as certain developments after March 31, 2020. The chart also shows for each company, unless otherwise indicated, CEMEX’s approximate direct or indirect, or consolidated, percentage equity ownership or economic interest, or percentage of shares in certain subsidiaries that are part of the Collateral. 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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