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United States securities and exchange commission logo
June 6, 2023
Maher Al-Haffir
Executive Vice President of Finance and Chief Financial Officer
CEMEX S.A.B. de C.V.
Avenida Ricarda Marg in Zozaya #325
Colonia Valle del Campestre, Garza Garc a
Nuevo Le n, M xico 66265
Re: CEMEX S.A.B. de CV
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 1-14946
Dear Maher Al-Haffir:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Risk Factors, page 8
1. We note your disclosure
on page 30 that your ability to repay debt and pay dividends
"depends on the
continued transfer to it of dividends and other income and funds from its
subsidiaries" and that
the ability of your "subsidiaries to pay dividends and make loans
and other transfers to
it is generally subject to various regulatory, legal and economic
limitations." Please
explain to us your consideration of the applicability of Rules 4-08(e),
5-04(c) Schedule I and
12-04 of Regulation S-X to your filing.
Our Strategic Priorities, page 57
2. We note that you
quantify consolidated EBITDA margin on page 58 without presenting a
comparative IFRS
measure with equal or greater prominence and that you have not
reconciled the measure
to IFRS. Please revise future filings to present the IFRS measure
with equal or greater
prominence and reconcile the measure to IFRS. Refer to
Maher Al-Haffir
FirstName LastNameMaher Al-Haffir
CEMEX S.A.B. de C.V.
Comapany
June 6, 2023NameCEMEX S.A.B. de C.V.
June 6,
Page 2 2023 Page 2
FirstName LastName
Item 10(e)(1)(i) of Regulation S-K and Questions 102.10(a) and 104.04
of the Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures.
Operating and Financial Review and Prospects
Overview, page 148
3. We note that you present a "Continuing operations" revenues line item
in the table on
page 149 and a similar line item called "Revenues from continuing
operations before
eliminations resulting from consolidation" in the table on page 169.
Considering these
revenue amounts include intracompany revenues, they appear to
represent individually
tailored non-IFRS measures. Accordingly, please remove these line
items from future
filings. Refer to Question 100.04 of the Compliance and Disclosure
Interpretations on
Non-GAAP Financial Measures.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021, page 167
4. We note that your results of operations disclosures predominantly
discuss segment
revenues inclusive of intragroup amounts, or "before eliminations
resulting from
consolidation." Considering revenues inclusive of intragroup amounts
appear to represent
individually tailored non-IFRS measures pursuant to Question 100.04 of
the Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures, please
tell us why you
believe it is appropriate to disclose such measures. Ensure that you
revise your
disclosures in future filings to present and discuss segment revenues
from external
customers. To the extent you wish to discuss segment intragroup
revenues, consider
providing a separate discussion of such amounts.
5. We note that the second and third sentences of footnote (1) on pages
168, 188, 190, and at
the top of page 170 discuss variations in local currency terms for
purposes of a reporting
segment consisting of a region. Please clarify for us what this
statement means and revise
your disclosures accordingly.
Sources and Uses of Cash, page 209
6. Please provide a more informative discussion and analysis of cash
flows from operating
activities, including changes in working capital components, for the
periods presented. In
doing so, explain the underlying reasons and implications of material
changes between
periods to provide investors with an understanding of trends and
variability in cash flows.
Also ensure that your disclosures are not merely a recitation of
changes evident from the
financial statements. Refer to Item 303(a) of Regulation S-K and SEC
Release No. 33-
8350.
Notes to the Consolidated Financial Statements
4.2) Discontinued Operations, page F-31
7. We note that you have classified several disposed businesses within
discontinued
operations. Tell us in sufficient detail how the dispositions
qualified for discontinued
Maher Al-Haffir
FirstName LastNameMaher Al-Haffir
CEMEX S.A.B. de C.V.
Comapany
June 6, 2023NameCEMEX S.A.B. de C.V.
June 6,
Page 3 2023 Page 3
FirstName LastName
operations classification pursuant to IFRS 5.32. In particular,
explain how you
determined the disposals represented separate major lines of business
or geographical
area. Per the table on page F-32, we note that revenues of all
discontinued operations on a
combined basis were not material to consolidated revenues.
4.3) Selected Financial Information by Reportable Segment and Line of Business,
page F-32
8. Although you disclose that your operations are organized in four
regions each under the
supervision of a regional president, it appears that the individual
countries and combined
"rest of" countries listed in your segment tables represent your
reportable segments.
Please revise your disclosures to clearly identify your reportable
segments. Pursuant to
IFRS 8.22(a), also disclose whether operating segments have been
aggregated to form any
reportable segments.
9. Please tell us if your chief operating decision maker uses both
"Operating EBITDA" and
"Operating earnings before other expenses, net" in assessing segment
performance and
deciding how to allocate resources.
10. You disclose on page F-33 that certain countries have been aggregated
into a reportable
segment due to "similar regional and economic characteristics and/or
materiality." Please
tell us how your aggregation policy complies with IFRS 8.14, which
allows for combining
operating segments that do not meet the quantitative thresholds with
others that do not
meet the quantitative thresholds to produce a reportable segment only
if the operating
segments have similar economic characteristics and share a majority of
the aggregation
criteria in IFRS 8.12. As currently worded, your disclosure suggests
that an immaterial
operating segment may be combined with one that does not share similar
economic
characteristics and a majority of the aggregation criteria, or with
another immaterial
operating segment, solely due to immateriality.
11. Pursuant to IFRS 8.28, revise your segment tables on pages F-33 and
F-34 in future filings
to provide a total for your reportable segments and reconcile such
totals to the
corresponding consolidated amounts. Please note that the "Others"
category presented
under IFRS 8.16 should not be included in the reportable segment
totals.
12. We note that your tables on pages F-33 and F-34 combine amounts from
continuing
operations and discontinued operations, including revenues. Please
note that it generally
is not appropriate to present non-IFRS measures combining the amounts
of continuing and
discontinued operations. Accordingly, confirm that you will refrain
from presenting such
non-GAAP measures in future filings. Refer to Question 100.04 of the
Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
13. We note that your "Others" category represents a material portion of
"Revenue (including
intragroup transactions)." Pursuant to IFRS 8.16, please disclose the
sources of the
revenues included within this category. In particular, disclose the
specific nature of
the intragoup revenues.
Maher Al-Haffir
FirstName LastNameMaher Al-Haffir
CEMEX S.A.B. de C.V.
Comapany
June 6, 2023NameCEMEX S.A.B. de C.V.
June 6,
Page 4 2023 Page 4
FirstName LastName
16) Goodwill and Intangible Assets, Net, page F-50
14. For cash-generating units ("CGUs") at risk of impairment, such as your
United States and
Spain operating segments discussed on page F-55, disclose pursuant to
IAS
36.134(f)(i) the amount by which each CGU's recoverable amount exceeds
its carrying
amount.
19) Pensions and Post-Employment Benefits, page F-74
15. We note your disclosure on page F-78 that you participate in
multiemployer defined
benefit pension plans. Please tell us and disclose your accounting
policy for
multiemployer pension plans. Also provide the disclosures required by
IAS 19.33(b).
Note 21.2) Other Equity Reserves and Subordinated Units, page F-88
16. We note your disclosure on page F-89 that you issued $1 billion of
5.125% subordinated
notes with no fixed maturity date and determined that the notes
qualify as equity
instruments under applicable IFRS. Please tell us in sufficient detail
how you determined
the notes should be classified within stockholders' equity. Within
your response, tell us
the business purpose of the arrangement and what benefits, if any,
accrue to the
noteholders.
22) Executive Share-Based Compensation, page F-91
17. Please provide all relevant disclosures required by paragraphs 44
through 52 of IFRS 2. If
you believe certain disclosures are not material for disclosure,
please tell us how you
arrived at such determination.
23) Earnings (Loss) Per Share, page F-92
18. We note your disclosure that the number of diluted shares resulting
from
your executive stock-based compensation programs is determined using
the inverse
treasury method. Please clarify for us how you calculate diluted
shares under the inverse
treasury method. Also tell us why you do not use the treasury share
method and how you
determined the inverse treasury method was appropriate.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Charles Eastman at (202) 551-3794 or Andrew Blume at
(202) 551-
3254 with any questions.
Sincerely,
Maher Al-Haffir
CEMEX S.A.B. de C.V.
June 6, 2023
Page 5
FirstName LastNameMaher Al-Haffir
Comapany NameCEMEX S.A.B. de C.V.
Division of Corporation Finance
June 6, 2023 Page 5 Office of Manufacturing
FirstName LastName