SEC Comment Letter 0000000000-23-009009 to CEMEX SAB DE CV (CX, CXMSF) (CIK 0001076378) (CX)
CEMEX SAB DE CV (CX, CXMSF) (CIK 0001076378)
Date: Aug. 17, 2023 · CIK: 0001076378 · Accession: 0000000000-23-009009
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo August 17, 2023 Maher Al-Haffir Executive Vice President of Finance and Chief Financial Officer CEMEX S.A.B. de C.V. Avenida Ricarda Margáin Zozaya #325 Colonia Valle del Campestre, Garza García Nuevo León, México 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
FirstName LastNameMaher Al-Haffir Comapany NameCEMEX S.A.B. de C.V. August 17, 2023 Page 2 FirstName LastNameMaher Al-Haffir CEMEX S.A.B. de C.V. August 17, 2023 Page 2 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.
FirstName LastNameMaher Al-Haffir Comapany NameCEMEX S.A.B. de C.V. August 17, 2023 Page 3 FirstName LastName Maher Al-Haffir CEMEX S.A.B. de C.V. August 17, 2023 Page 3 Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
August 17, 2023
Maher Al-Haffir
Executive Vice President of Finance and Chief Financial Officer
CEMEX S.A.B. de C.V.
Avenida Ricarda Margáin Zozaya #325
Colonia Valle del Campestre, Garza García
Nuevo León, México 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
FirstName LastNameMaher Al-Haffir
Comapany NameCEMEX S.A.B. de C.V.
August 17, 2023 Page 2
FirstName LastNameMaher Al-Haffir
CEMEX S.A.B. de C.V.
August 17, 2023
Page 2
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.
FirstName LastNameMaher Al-Haffir
Comapany NameCEMEX S.A.B. de C.V.
August 17, 2023 Page 3
FirstName LastName
Maher Al-Haffir
CEMEX S.A.B. de C.V.
August 17, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing