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August 17, 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
Response dated July
10,2023
File No. 1-14946
Dear Maher Al-Haffir:
We have reviewed your July 10, 2023 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
June 6, 2023 letter.
Correspondence dated July 10, 2023
Our Strategic Priorities, page 57
1. We note your response
to comment 2. Although you have indicated that you will include
a comparative IFRS
measure with equal or greater prominence, we note that you have not
included a comparative
IFRS measure for the operating EBITDA margin percentage
quantified in your
proposed disclosure revisions. Please identify for us the comparative
IFRS measure for
Operating EBITDA margin and confirm that you will revise your
disclosures accordingly
to comply with prominence guidelines.
Operating and Financial Review and Prospects
Overview, page 148
Maher Al-Haffir
FirstName LastNameMaher Al-Haffir
CEMEX S.A.B. de C.V.
Comapany
August 17, NameCEMEX
2023 S.A.B. de C.V.
August
Page 2 17, 2023 Page 2
FirstName LastName
2. We have reviewed and are still evaluating your responses to comments 3
and 4. Please
provide us with any pertinent additional information regarding your
presentation and
discussion of external customer and intragroup revenues.
4.3) Selected Financial Information by Reportable Segment and Line of Business,
page F-32
3. We note your response to comment 8. Please revise future filings to
explicitly disclose
the composition and number of your reportable segments.
4. We note your response to comment 9. As previously requested, please
tell us if your chief
operating decision maker uses Operating earnings before other
expenses, net in
assessing segment performance and deciding how to allocate resources.
Note 21.2) Other Equity Reserves and Subordinated Units, page F-88
5. We note your response to comment 16 regarding the classification of
your $1 billion of
5.125% subordinated notes as equity instruments under IFRS and have
the following
comments:
Explain in more detail why you believe you do not have a
contractual obligation to
deliver cash to the bondholders, as discussed in paragraphs 11
and 13 of IAS 32,
notwithstanding the fact that there is not a stated maturity
date. In this regard, we
note that the Indenture for these Notes, filed as exhibit 4.6 to
your Form 20-F for the
year ended December 31, 2022, contains an Exhibit A showing the
form of face of
the Note and indicates that you have promised to pay the
principal sum of the notes
upon redemption.
We note per the Indenture that the entire principal amount of
all of the Notes and any
accrued interest is automatically accelerated and becomes
immediately due and
payable in case of a bankruptcy or liquidation event. Tell us how
you concluded that
this provision does not result in a contractual obligation to
deliver cash to another
entity.
Explain in more detail how you concluded that the subordinated
notes meet the
definition of an equity instrument as defined in paragraph 11 of
IAS 32. In this
regard, it is unclear from the Indenture how these Notes evidence
a residual interest
in your assets after deducting all liabilities since upon a
bankruptcy or liquidation
event, the principal and interest becomes immediately due and
payable, and no
payments can be made to holders of any class of your capital
stock until all due and
unpaid amounts have been paid to all holders of the Notes.
You may contact Charles Eastman at (202) 551-3794 or Andrew Blume at
(202) 551-
3254 with any questions.
Maher Al-Haffir
CEMEX S.A.B. de C.V.
August 17, 2023
Page 3
FirstName LastNameMaher Al-Haffir Sincerely,
Comapany NameCEMEX S.A.B. de C.V.
Division of Corporation Finance
August 17, 2023 Page 3 Office of Manufacturing
FirstName LastName