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Overview
The following discussion and analysis should be read in conjunction with, and are qualified in their entirety by reference to, Cemex, S.A.B. de C.V.’s audited consolidated financial statements as of December 31, 2024 and 2025, and for each of the three years ended December 31, 2023, 2024 and 2025 included elsewhere in this annual report. Our financial statements have been prepared in accordance with IFRS as issued by IASB.
As previously described, Cemex, S.A.B. de C.V.’s audited consolidated financial statements as of December 31, 2024 and 2025, and for each of the three years ended December 31, 2023, 2024 and 2025 included elsewhere in this annual report include our presentation of several incurred and projected sales of assets as discontinued operations, as applicable. For example, (i) for the year ended December 31, 2023 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the income statements, net of income tax, in the single line item “Discontinued operations;” (ii) for the year ended December 31, 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the income statements, net of income tax, in the single line item “Discontinued operations;” (iii) for the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025, our operations in the Dominican Republic are reported in the income statements, net of income tax, in the single line item “Discontinued operations;” (iv) for the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025, our operations in Panama are reported in the income statements, net of income tax, in the single line item “Discontinued operations.” See “Item 5. Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5. Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information. Also see note 5.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
The regulations of the SEC do not require foreign private issuers that prepare their financial statements based on IFRS to reconcile such financial statements to U.S. GAAP.
Our export sales from one reportable operating segment to another are important to evaluate the performance, market dynamics and assets’ utilization of each reportable segment on a stand-alone basis. Surplus of installed capacity or attractive export prices existing in a reportable operating segment give rise to the opportunity for exports to another operating segments to the extent there is available infrastructure for exports, such as maritime or land terminals. Accordingly, the percentage changes in cement sales volumes described in this annual report for our operations in a particular country or region include the number of tons of cement and/or the number of cubic meters of ready-mix concrete sold to our operations in other countries and regions. Moreover, the revenues financial information presented in this annual report for our operations in each country or region includes the Dollar amounts and percentage variations of the year in comparison to the previous year, as applicable, of both revenues to external customers, which summarizes our consolidated revenues as reported in the financial statements, as well as revenues including sales of cement and ready-mix concrete to our operations in other countries and regions, which have been eliminated in the preparation of Cemex, S.A.B. de C.V.’s audited consolidated financial statements as of and for the year ended December 31, 2025 included elsewhere in this annual report.
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The following table sets forth selected financial information of revenues before intragroup transactions, eliminations resulting from consolidation (export sales from one country to another as described above) and revenues to external customers for each of the three years ended December 31, 2023, 2024 and 2025 by geographic reportable segment.
Revenues Including Intragroup Transactions For the Year Ended December 31,(1) Less: Intragroup Transactions For the Year Ended December 31,(2) External Revenues For the Year Ended December 31,(1)
2023 2024 2025 2023 2024 2025 2023 2024 2025
Mexico $ 5,060 $ 4,881 $ 4,364 $ (205 ) $ (136 ) $ (82 ) $ 4,855 $ 4,745 $ 4,282
United States 5,338 5,194 5,008 — — (7 ) 5,338 5,194 5,001
Europe 3,718 3,681 3,819 (91 ) (99 ) (22 ) 3,627 3,582 3,797
MEA 1,093 1,010 1,299 (2 ) — — 1,091 1,010 1,299
SCA&C 1,072 1,100 1,144 (30 ) (36 ) (32 ) 1,042 1,064 1,112
Reportable segments — — — — — — 15,953 15,595 15,491
Other activities(3) 451 468 641 — — — 451 468 641
Consolidated amounts $ 16,404 $ 16,063 $ 16,132
(1) For the reported periods, Cemex presents and discusses revenues before and after sales between reportable segments to allow readers a better understanding of market dynamics related to exports and utilization of installed capacity of Cemex’s reportable segments on a stand-alone basis.
(2) Our operating reportable segments’ intragroup transactions refer to export sales between reportable segments. See our discussion of revenues by reportable segments in our “Results of Operations” section beginning on page 168 of this Annual Report for a description of the main origins and destinations of the Company’s exports transactions between reportable segments.
(3) Our “Other activities” revenues line item refers mainly to: our Trading Unit (“Trading”).
The following table sets forth selected consolidated financial information of total assets as of December 31, 2024 and 2025, as well as selected financial information of revenues before intragroup transactions, external revenues, and operating earnings before other expenses, net for each of the three years ended December 31, 2023, 2024 and 2025 by reportable segment expressed as a percentage of our total consolidated group, as applicable. We operate in countries and regions with economies in different stages of development and structural reform and with different levels of fluctuation in exchange rates, inflation and interest rates. These economic factors may affect our results of operations, liquidity, and financial condition, depending upon the depreciation or appreciation of the exchange rate of each country and region in which we operate compared to the Dollar and Euro and the rate of inflation of each of these countries and regions. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Indebtedness and Certain Other Obligations—We have to service part of our debt and other financial obligations denominated in Dollars and Euros with revenues generated in Mexican Pesos or other currencies, as we do not generate sufficient revenue in Dollars and Euros from our operations to service all our debt and other financial obligations denominated in Dollars and Euros. This could adversely affect our ability to service our obligations in the event of a devaluation of the Mexican Peso, or any of the other currencies of the countries in which we operate, compared to the Dollar and Euro. In addition, our consolidated reported results and outstanding indebtedness are significantly affected by fluctuations in exchange rates between the Dollar (our reporting currency) vis-à -vis the Mexican Peso and other significant currencies within our operations.”
Revenues Including Intragroup Transactions For the Year Ended December 31,(1) External Revenues For the Year Ended December 31,(2) Operating Earnings Before Other Expenses, Net For the Year Ended December 31, Total Assets at December 31,
2023 2024 2025 2023 2024 2025 2023 2024 2025 2024 2025
Mexico 26 % 26 % 24 % 30 % 30 % 27 % 65 % 70 % 67 % 15 % 19 %
United States 28 % 28 % 28 % 33 % 32 % 31 % 29 % 28 % 27 % 48 % 45 %
Europe 19 % 20 % 21 % 22 % 22 % 24 % 15 % 14 % 17 % 16 % 16 %
MEA 6 % 5 % 7 % 7 % 6 % 8 % 4 % 4 % 8 % 4 % 5 %
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Revenues Including Intragroup Transactions For the Year Ended December 31,(1) External Revenues For the Year Ended December 31,(2) Operating Earnings Before Other Expenses, Net For the Year Ended December 31, Total Assets at December 31,
2023 2024 2025 2023 2024 2025 2023 2024 2025 2024 2025
SCA&C 6 % 6 % 6 % 5 % 7 % 7 % 8 % 7 % 6 %
Reportable segments — — — 97 % 97 % 97 % 120 % 124 % 127 % 90 % 91 %
Other activities(3) — — — 3 % 3 % 3 % (20 )% (24 )% (27 )% 9 % 9 %
Assets held for sale — — — — — — — — — 1 % —
Total consolidated (in millions of Dollars) $ 16,404 $ 16,063 $ 16,132 $ 1,946 $ 1,823 $ 1,789 $ 27,299 $ 28,945
(1) Represent the percentage integration by reportable operating segments based on aggregate combined revenues before eliminations resulting from consolidation.
(2) Represent the percentage integration by reportable operating segments based on the consolidated amount of revenues as reported in the financial statements.
(3) Our “Operating Earnings Before Other Expenses, Net” related to our “Other activities” line item includes our corporate expense, which in Dollar terms during the reported periods remained relatively flat; nonetheless, the integration percentage significantly changes year-over-year considering the total consolidated amount of “Operating Earnings Before Other Expenses, Net.”
Critical Accounting Estimates
The preparation of financial statements in accordance with IFRS requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. These assumptions are reviewed on an ongoing basis using available information. Actual results could differ from these estimates.
The main items subject to significant estimates and assumptions by our management include lease accounting, impairment tests of long-lived assets, recognition of deferred income tax assets, the measurement of financial instruments at fair value, the assets and liabilities related to employee benefits, as well as the analyses of contingent liabilities. Significant judgment by our management is required to appropriately assess the amounts of these assets and liabilities.
As of December 31, 2024 and 2025, and for the years ended December 31, 2023, 2024 and 2025, identified below are the accounting policies we have applied under IFRS that are critical to understanding our overall financial reporting.
Deferred Income Taxes
Our operations are subject to taxation in many different jurisdictions throughout the world. The effects reflected in the income statements for income taxes include the amounts incurred during the period and the amounts of deferred income taxes, determined according to the income tax law applicable to each subsidiary, reflecting uncertainty in income tax treatments, if any. Consolidated deferred income taxes represent the addition of the amounts determined in each subsidiary by applying the enacted statutory income tax rate to the total temporary differences resulting from comparing the book and taxable values of assets and liabilities, considering tax loss carryforwards and other recoverable tax credits, to the extent that it is probable that future taxable profits will be available against which they can be utilized. The measurement of deferred income taxes at the reporting period reflects the tax consequences that follow the manner in which we expect to recover or settle the carrying amount of its assets and liabilities. Deferred income taxes for the period represent the difference between balances of deferred income taxes at the beginning and the end of the period. Deferred income tax assets and liabilities relating to different tax jurisdictions are not offset. According to IFRS, all items charged or credited directly in stockholders’ equity or as part of other comprehensive
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income or loss for the period are recognized net of their current and deferred income tax effects. The effect of a change in enacted statutory tax rates is recognized in the period in which the change is officially enacted. Our worldwide tax position is highly complex and subject to numerous laws that require interpretation and application and that are not consistent among the countries in which we operate. Significant judgment is required to appropriately assess the amounts of tax assets and liabilities.
Deferred tax assets, mainly related to tax loss carryforwards, are reviewed at each reporting date and are reduced when it is not deemed probable that the related tax benefit will be realized, considering the aggregate amount of self- determined tax loss carryforwards that we believe will not be rejected by the tax authorities based on available evidence and the likelihood of recovering them prior to their expiration through an analysis of estimated future taxable income. If it is probable that the tax authorities would reject a self-determined deferred tax asset, we would decrease such asset. When it is considered that a deferred tax asset will not be recovered before its expiration, we would not recognize such deferred tax asset. Both situations would result in additional income tax expense for the period in which such determination is made. In order to determine whether it is probable that deferred tax assets will ultimately be recovered, we take into consideration all available positive and negative evidence, including factors such as market conditions, industry analysis, expansion plans, projected taxable income, carryforward periods, current tax structure, potential changes or adjustments in tax structure, tax planning strategies and future reversals of existing temporary differences. Likewise, we analyze our actual results versus our estimates, and adjust, as necessary, our tax asset valuations. If actual results vary from our estimates, the deferred tax asset and/or valuations may be affected, in which case, necessary adjustments will be made based on relevant information in our income statement for such period.
Based on IFRIC 23, uncertainty over income tax treatments, the income tax effects from an uncertain tax position are recognized when it is probable that the position will be sustained based on its technical merits and assuming that the tax authorities will examine each position and have full knowledge of all relevant information. The probability of each position has been considered on its own, regardless of its relation to any other broader tax settlement. The probability threshold represents a positive assertion by management that we are entitled to the economic benefits of a tax position. If it is improbable for a tax position to be sustained, no benefits of the position are recognized. Our policy is to recognize interest and penalties related to unrecognized tax benefits as part of the income tax in the consolidated income statements.
Our overall tax strategy is to structure our worldwide operations to reduce or defer the payment of income taxes on a consolidated basis. Many of the activities we undertake in pursuing this tax reduction strategy are highly complex and involve interpretations of tax laws and regulations in multiple jurisdictions and are subject to review by the relevant taxing authorities. It is possible that the taxing authorities could challenge our application of these regulations to our operations and transactions. The taxing authorities in the past have challenged interpretations that we have made and have assessed additional taxes. Although we have, from time to time, paid some of these additional assessments, including the tax assessment assessed by tax authorities in Spain, we believe that these assessments have, in most cases, not been material and that we have been successful in sustaining our positions. No assurance can be given, however, that we will continue to be as successful as we have been in the past or that pending appeals of current tax assessments will be judged in our favor. For more information, see “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Tax Matters—Spain.”
Our current and deferred income tax amounts included in our consolidated income statements are highly variable and are subject, among other factors, to the amounts of taxable income determined in each jurisdiction in which we operate. Such amounts of taxable income depend on factors such as sale volumes and prices, costs and expenses, exchange rates fluctuations and interest on debt, among others, as well as on the estimated tax assets at the end of the period due to the expected future generation of taxable gains in each jurisdiction. See our discussion of operations included in “Item 5. Operating and Financial Review and Prospects.”
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Financial Instruments
Financial assets are classified as “Held to collect” and measured at amortized cost whether they meet both of the following conditions and are not designated at fair value through profit or loss: (a) they are held within a business model focused on collecting contractual cash flows; and (b) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortized cost represents the net present value of the consideration receivable or payable as of the transaction date. This classification of financial assets comprises the following captions:
• Cash and cash equivalents;
• Trade accounts receivable, other current accounts receivable and other current assets. Due to their short-term nature, we initially recognize these assets at the original transaction amount minus expected credit losses, as explained below;
• Trade accounts receivable sold under securitization programs, in which certain residual interest in the trade accounts receivable sold in case of recovery failure and continued involvement in such assets is maintained, do not qualify for derecognition and are maintained in the statement of financial position; and
• Investments and non-current accounts receivable. Subsequent changes in effects from amortized cost are recognized in the income statement as part of “Financial income and other items, net.”
Certain strategic investments are measured at fair value through other comprehensive income within “Other equity reserves.” We do not maintain financial assets “Held to collect and sell” whose business model has the objective of collecting contractual cash flows and then selling those financial assets.
The financial assets that are not classified as “Held to collect” or that do not have strategic characteristics fall into the residual category of held at fair value through the income statement as part of “Financial income and other items, net.”
Debt instruments and other financial obligations are classified as “Loans” and measured at amortized cost. Interest accrued on financial instruments is recognized within “Other accounts payable and accrued expenses” against financial expense. During the reported periods, we did not have financial liabilities voluntarily recognized at fair value or associated with fair value hedge strategies with derivative financial instruments.
Derivative financial instruments are recognized as assets or liabilities in the statement of financial position at their estimated fair values, and the changes in such fair values are recognized in the income statement within “Financial income and other items, net” for the period in which they occur, except in the case of hedging instruments as described below.
(a) Derivative financial instruments
In compliance with the guidelines established by our Risk Management Committee and the restrictions in our debt agreements and our hedging strategy, we use derivative financial instruments with the objectives of: (i) changing the risk profile or fixing the price of fuels; (ii) foreign exchange hedging; (iii) hedging forecasted transactions; (iv) changing the risk of changes in market interest rates; and (v) accomplishing other corporate objectives.
Derivative financial instruments are recognized as assets or liabilities in the balance sheet at their estimated fair values, and changes in such fair values are recognized in the income statements within “Financial income and other items, net” for the period in which they occur, except for changes in the fair value of derivative instruments associated with cash flow hedges, in which case, such changes in fair value are recognized in stockholders’ equity within “Other equity reserves,” and are reclassified to earnings as the interest expense of the related debt is accrued, in the case of
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interest rate swaps, or when the underlying products are consumed in the case of contracts on the price of raw materials and commodities. Likewise, in hedges of the net investment in foreign subsidiaries, changes in fair value are recognized in stockholders’ equity as part of the foreign currency translation result within “Other equity reserves,” whose reversal to earnings would take place upon disposal of the foreign investment. During the reported periods, we have not designated any derivative instruments in fair value hedges. Derivative instruments are negotiated with institutions with significant financial capacity; therefore, we believe the risk of nonperformance of the obligations agreed to by such counterparties to be minimal. See note 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included herein.
The estimated fair value under IFRS represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, considering the counterparty’s credit risk in the valuation, that is, an exit price or a market-based measurement.
In connection with hedge accounting under IFRS 9, Financial Instruments: classification and measurement (“IFRS 9”), among other changes, there is a relief for entities in performing: (a) the retrospective effectiveness test at inception of the hedging relationship and (b) the requirement to maintain a prospective effectiveness ratio between 0.8 and 1.25 at each reporting date for purposes of sustaining the hedging designation, both requirements under International Accounting Standard (“IAS”) 39, Financial instruments: recognition and measurement (“IAS 39”). Under IFRS 9, a hedging relationship can be established to the extent the entity considers, based on the analysis of the overall characteristics of the hedging and hedged items, that the hedge will be highly effective in the future and the hedge relationship at inception is aligned with the entity’s reported risk management strategy. IFRS 9 maintains the same hedge accounting categories of cash flow hedge, fair value hedge and hedge of a net investment established in IAS 39, as well as the requirement of recognizing the ineffective portion of a cash flow hedge immediately in the statement of operations.
The concept of exit value is premised on the existence of a market and market participants for the specific asset or liability. When there is no market and/or market participants willing to make a market, IFRS establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1, as defined below, measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3, as defined below, measurements). The three levels of the fair value hierarchy are as follows:
• Level 1 – represents quoted prices (unadjusted) in active markets for identical assets or liabilities that we can access at the measurement date. A quoted price in an active market provides the most reliable evidence of fair value and is used without adjustment to measure fair value whenever available.
• Level 2 – are inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly, and are used mainly to determine the fair value of securities, investments or loans that are not actively traded. Level 2 inputs included equity prices, certain interest rates and yield curves, implied volatility and credit spreads, among others, as well as inputs extrapolated from other observable inputs. In the absence of Level 1 inputs, we determined fair values by iteration of the applicable Level 2 inputs, the number of securities and/or the other relevant terms of the contract, as applicable.
• Level 3 – inputs are unobservable inputs for the asset or liability. We use unobservable inputs to determine fair values, to the extent there are no Level 1 or Level 2 inputs, in valuation models such as Black-Scholes, binomial, discounted cash flows or multiples of Operating EBITDA, including risk assumptions consistent with what market participants would use to arrive at fair value.
Critical judgment and estimates by management are required to appropriately identify the corresponding level of fair value applicable to each derivative financing transaction, as well as to assess the amounts of the resulting assets and
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liabilities, mainly in respect of Level 2 and Level 3 fair values, in order to account for the effects of derivative financial instruments in the financial statements. See note 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
(b) Impairment of financial assets
Impairment losses of financial assets, including trade accounts receivable, are recognized using the Expected Credit Loss model (“ECL”) for the entire lifetime of such financial assets on initial recognition, and at each subsequent reporting period, even in the absence of a credit event or if a loss has not yet been incurred, considering for their measurement past events and current conditions, as well as reasonable and supportable forecasts affecting collectability. For purposes of the ECL model of trade accounts receivable, on a country-by-country basis, we segment our accounts receivable by type of client, homogeneous credit risk and days past due and determine for each segment an average rate of ECL, considering actual credit loss experience generally over the last 12 months and analyses of future delinquency, that is applied to the balance of the accounts receivable. The average ECL rate increases in each segment of days past due until the rate is 100% for the segment of 365 days or more past due.
Impairment of Long-lived Assets and Goodwill
Our statement of financial position reflects significant amounts of long-lived assets (including property, machinery and equipment, goodwill, intangible assets of definite life and other investments) associated with our operations throughout the world. Many of these amounts have resulted from past acquisitions, which have required us to reflect these assets at their fair market values at the dates of acquisition. According to their characteristics and the specific accounting rules related to them, we assess the recoverability of our long-lived assets at least once a year, normally during the fourth quarter, as is the case for goodwill, or whenever events or circumstances arise that we believe trigger a requirement to review such carrying values, as is the case with property, machinery and equipment and intangible assets of definite life.
Property, machinery and equipment, assets for the right-of-use, intangible assets of definite life and other investments are tested for impairment upon the occurrence of factors such as the occurrence of internal or external indicators of impairment, such as changes in our operating business model or in technology that affects the asset, as well as expectations of lower operating results for each cash generating unit, in order to determine whether their carrying amounts may not be recovered. In such cases, an impairment loss is recorded in the income statements for the period when such determination is made within “Other expenses, net.” The impairment loss of an asset results from the excess of the asset’s carrying amount over its recoverable amount, corresponding to the higher of the fair value of the asset, less costs to sell such asset, and the asset’s value in use, the latter represented by the net present value of estimated cash flows related to the use and eventual disposal of the asset.
During the years ended December 31, 2023, 2024 and 2025, we recognized non-cash impairment losses of fixed assets for an amount of $36 million, $122 million and $92 million, respectively, mainly in connection with the closing and/or reduction of operations resulting from adjusting supply to current demand conditions, a change of operating model of certain assets, a material decrease in real estate prices, as well as some equipment that remained idle for extended periods. In addition, during the years ended December 31, 2023, 2024 and 2025, there were no reversal of impairment charges recognized in prior years. Generally, for all reported periods, we conduct impairment tests on several CGUs considering certain triggering events, mainly: (a) the closing and/or reduction of operations of cement and ready-mix concrete plants resulting from adjusting the supply to current demand conditions; (b) change of operating model of certain assets or the transferring of installed capacity to more efficient plants; as well as (c) for certain equipment, remaining idle for several periods. Any resulting impairment losses are recognized within the line item of “Other expenses, net.” See note 15.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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During the years ended December 31, 2023, 2024 and 2025 the breakdown of impairment losses of fixed assets by country was as follows:
For the Year Ended December 31,
2023 2024 2025
(in millions of dollars)
Mexico $ 4 $ 6 $ 21
United States 3 24 6
Europe 14 74 46
SCA&C 15 18 19
$ 36 $ 122 $ 92
See note 15.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
We do not have intangible assets of indefinite life other than goodwill. Goodwill is not amortized and is tested for impairment. Tests for impairment are carried out when indicators exist or at least once a year during the fourth quarter of each year and are performed by determining the value-in-use of its groups of cash-generating units CGUs to which goodwill balances have been allocated. The recoverable amount is determined by taking the higher of the value in use, which is calculated as the net present value of estimated future cash flows over five years plus terminal value, or the fair value of the group of CGUs if it can be measured. We determine the discounted amount of estimated future cash flows over periods of five years. If the value in use of a group of CGUs to which goodwill has been allocated is lower than its corresponding carrying amount, we determine its corresponding fair value using methodologies generally accepted in the markets to determine the value of entities, such as multiples of Operating EBITDA and/or reference to market transactions. An impairment loss is recognized under IFRS if the recoverable amount is lower than the net book value of the groups of CGUs to which goodwill has been allocated within “other expenses, net.” Impairment charges recognized on goodwill are not reversed in subsequent periods.
For the year ended December 31, 2025, we recognized non-cash goodwill impairment losses of $430 million, reported within “Other expenses, net,” of which $307 million related to our United States operations and $123 million to our Colombia operations. In both cases, the book value of the group of CGUs exceeded their corresponding value in use. The impairment losses in the United States and Colombia were mainly driven by higher discount rates compared to 2024. In the United States, these losses were also partially due to lower projected cash flows. See notes 8 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
For the year ended December 31, 2024, we did not recognize any goodwill impairment losses considering that, in most cases, our cash flows projections by group of CGUs to which our goodwill balances have been allocated slightly improved compared to 2023. This was mainly due to reductions in the applicable discount rates, which on a weighted average decreased 70 basis points in 2024, or 0.7%, compared to 2023, while the generation of our Operating EBITDA is generally expected to remain flat as a result of geopolitical uncertainty, among other factors. See notes 8 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
For the year ended December 31, 2023, we did not recognize any goodwill impairment losses considering the rise in our projected cash flows, particularly due to the enhanced generation of Operating EBITDA in most of the group of CGUs where our goodwill balances are allocated. Additionally, the positive outlook for the upcoming years played a role in this determination. This was partially offset by the overall increase in applicable discount rates, which saw an average uptick of 120 basis points, or 1.2%, compared to 2022. See notes 8 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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For the years ended December 31, 2023 and 2024, our reportable operating segments as presented in note 5.3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report were organized by country and corresponded to our country-level groups of CGUs used for goodwill impairment testing purposes. In 2025, we redefined our reportable operating segments to reflect a regional structure; accordingly, our reportable operating segments no longer correspond to the country-level groups of CGUs used for goodwill impairment testing purposes. The country-level groups of CGUs used for goodwill impairment testing remain unchanged and continue to represent the lowest level at which goodwill is allocated, as described in note 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. In arriving at our determination that the country level represents the appropriate level for goodwill impairment testing across all years presented, we considered: (i) that after each acquisition, goodwill was allocated at the country level; (ii) that the operations within each country-level group of CGUs share similar economic characteristics; (iii) the homogenous nature of the items produced and traded within each country, which are all used by the construction industry; (iv) the vertical integration in the value chain of the products comprising each country’s operations; (v) the type of clients, which are substantially similar across all operations within each country; and (vi) the operative integration among business components within each country. In addition, the country level represents the lowest level within us at which goodwill is monitored for internal management purposes.
Significant judgment by management is required to appropriately assess the fair values and values in use of these assets. Impairment tests are significantly sensitive to, among other factors, the estimation of future prices of our products, the development of operating expenses, local and international economic trends in the construction industry, the long-term growth expectations in the different markets as well as the discount rates and the growth rates in perpetuity applied. For purposes of estimating future prices, we use, to the extent available, historical data plus the expected increase or decrease according to information issued by what we consider to be trusted external sources, such as national construction or cement producer chambers and/or in governmental economic expectations. Operating expenses are normally measured as a constant proportion of revenue, following past experience. However, such operating expenses are also reviewed considering external information sources in respect to inputs that behave according to international prices, such as gas and oil. We use specific pre-tax discount rates for each group of CGUs to which goodwill is allocated, which are applied to pre-tax cash flows. The discount rates are determined using the approach of the weighted average cost of capital formula. The amounts of estimated undiscounted cash flows are significantly sensitive to the growth rate in perpetuity applied. The higher the growth rate in perpetuity applied, the higher the amount obtained of undiscounted future cash flows by group of CGUs obtained. Moreover, the amounts of discounted estimated future cash flows are significantly sensitive to the weighted average cost of capital (discount rate) applied. The higher the discount rate applied, the lower the amount obtained of discounted estimated future cash flows by group of CGUs obtained. Additionally, we monitor the useful lives assigned to these long-lived assets for purposes of depreciation and amortization, when applicable. This determination is subjective and is integral to the determination of whether impairment has occurred.
Pre-tax discount rates and long-term growth rates used to determine the discounted cash flows in the group of CGUs with the main goodwill balances in 2023, 2024 and 2025 were as follows:
Discount Rates Long-Term Growth Rate
Groups of CGUs 2023 2024 2025 2023 2024 2025
Mexico 11.6% 10.9% 11.6% 1.0% 0.5% 1.0%
United States 10.1% 9.4% 10.1% 2.0% 2.1% 2.1%
United Kingdom 10.4% 9.7% 10.4% 1.5% 1.3% 1.0%
France 10.4% 9.8% 10.5% 1.5% 1.3% 1.0%
Colombia 12.7% 12.1% 12.7% 3.3% 3.3% 3.0%
Range of rates in other countries 10.3% - 14.7% 9.6% - 12.8% 10.3% - 13.8% 1.1% - 4.0% 0.7% - 4.0% 1.0% - 3.0%
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The discount rates used in our cash flow projections for determining the value in use of our country-level groups of CGUs to which goodwill has been allocated as of December 31, 2025, increased compared to 2024. This increase is mainly attributed to the increase in the risk-free rate associated with our segments, which changed from 4.25% in 2024 to 4.72% in 2025, and the slight increase in the market premium, which changed from 6.0% in 2024 to 6.1% in 2025. These increases were partially offset by the reduction in the funding cost, which changed from 5.3% in 2024 to 4.9% in 2025, the reduction in the weight of debt, which changed from 21.1% in 2024 to 16.1% in 2025, and the slight reduction in the public comparable companies’ stock volatility (“Beta”), which changed from 1.05 in 2024 to 1.04 in 2025.
The discount rates used in our cash flow projections for determining the value in use of our country-level groups of CGUs to which goodwill has been allocated as of December 31, 2024, decreased by a weighted average of 0.7% compared to 2023. This decrease is mainly attributed to the decrease in the risk-free rate associated with our segments, which changed from 4.79% in 2023 to 4.25% in 2024, the reduction in the funding cost that changed from 6.7% in 2023 to 5.3% in 2024, net of the decrease in the weight of debt which changed from 22.5% in 2023 to 21.1% in 2024, and the slight reduction in the public comparable companies’ stock volatility (“Beta”), which changed from 1.07 in 2023 to 1.05 in 2024. These reductions were partially offset by the increase in the market premium, which changed from 5.9% in 2023 to 6.0% in 2024.
As of December 31, 2025, we identified higher discount rates in the United States and Colombia as the main drivers of the goodwill impairment losses recognized in both country-level groups of CGUs. In both cases, the increase in discount rates was primarily driven by an increase in the risk-free rate, which changed from 4.25% as of December 31, 2024 to 4.72% as of December 31, 2025, partially offset by a reduction in the funding cost, which changed from 5.3% as of December 31, 2024 to 4.9% as of December 31, 2025, and a reduction in the country risk premium applicable to Colombia, which changed from 3.4% as of December 31, 2024 to 3.2% as of December 31, 2025. We continually monitor the evolution of the country-level groups of CGUs to which goodwill has been allocated that have presented relative goodwill impairment risk in any of the reported periods and, if the relevant economic variables and the related value in use would be negatively affected, it may result in additional goodwill impairment losses in the future. The table below shows the additional effects of the sensitivity analyses to the charges recognized from the changes in assumptions as of December 31, 2025.
Impairment effects from the sensitivity analyses to changes in assumptions as of December 31, 2025
Groups of CGUs Impairment losses recognized Discount Rate +1% Long-term Growth rate -1%
United States $ 307 1,097 829
Colombia $ 123 75 53
Employee Benefits
The costs associated with our employees’ benefits for: (i) defined benefit pension plans and (ii) other post- employment benefits, primarily comprised of health care benefits, life insurance and seniority premiums, granted by us and/or pursuant to applicable law, are recognized as services rendered, based on actuarial estimations of the benefits’ present value with the advice of external actuaries. For certain pension plans, we have created irrevocable trust funds to cover future benefit payments (“plan assets”). These plan assets are valued at their estimated fair value at the statement of financial position date. The actuarial assumptions and accounting policy consider: (i) the use of nominal rates; (ii) a single rate is used for the determination of the expected return on plan assets and the discount of the benefits obligation to present value; (iii) a net interest is recognized on the net defined benefit liability (liability minus plan assets); and (iv) all actuarial gains and losses for the period, related to differences between the projected
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and real actuarial assumptions at the end of the period, as well as the difference between the expected and real return on plan assets, are recognized as part of “Other items of comprehensive income (loss), net” within stockholders’ equity.
The service cost, corresponding to the increase in the obligation for additional benefits earned by employees during the period, is recognized within operating costs and expenses. The net interest cost, resulting from the increase in obligations for changes in net present value and the change during the period in the estimated fair value of plan assets, is recognized within “Financial income and other items, net.”
The effects from modifications to the pension plans that affect the cost of past services are recognized within operating costs and expenses in the period in which such modifications become effective to the employees or without delay if changes are effective immediately. Likewise, the effects from curtailments and/or settlements of obligations occurring during the period, associated with events that significantly reduce the cost of future services and/or significantly reduce the population subject to pension benefits, respectively, are recognized within operating costs and expenses.
Contingent Liabilities
Obligations or losses resulting from past events are recognized as liabilities in the statement of financial position only when present legal or constructive obligations exist, are probable to result in an outflow of resources and the amount can be measured reliably. We do not recognize a provision when a loss is less than probable or when it is considered probable, but it is not possible to estimate the amount of the outflow. In such cases, the entity discloses contingent liability in the notes to the financial statements, unless the possibility of an outflow of resources is remote.
We conduct significant activities in all the countries we operate, and we are exposed to events that may create possible obligations that must be analyzed at each reporting period, in order to conclude whether we have a present obligation that could lead to an outflow of resources embodying economic benefits; or present obligations that do not meet the recognition criteria, according to IAS 37, Provisions, Contingent Liabilities and Contingent Assets.
We are involved in various legal proceedings that have arisen in the ordinary course of business. These proceedings include (1) antitrust proceedings; (2) product warranty claims; (3) claims for environmental damages; (4) indemnification claims relating to acquisitions or divestitures; (5) claims to revoke permits and/or concessions; (6) tax matters; and (7) other diverse civil, administrative, commercial and legal actions. Some of the cases require significant judgment and estimates from management to appropriately assess the likelihood of the outcomes and whether a present obligation exists. We maintain regional, country and centralized in-house legal departments which follow up on each of these cases and assist with the evaluation of the likelihood of the outcomes. In certain circumstances, external legal advice is also engaged.
We are sometimes able to make and disclose reasonable estimates of the expected loss or range of possible loss, as well as disclose any provision accrued for such loss. However, for a limited number of ongoing legal proceedings, we may not be able to make a reasonable estimate of the expected loss or range of possible loss or may be able to do so but believe that disclosure of such information on a case-by-case basis would seriously prejudice our position in the ongoing legal proceedings or in any related settlement discussions. Accordingly, in such cases, we disclose qualitative information with respect to the nature and characteristics of the contingency but do not disclose our estimate of the range of potential loss.
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Results of Operations
Selected Consolidated Financial Information
The financial data set forth below as of December 31, 2024 and 2025, and for each of the three years ended December 31, 2023, 2024 and 2025 have been derived from, and should be read in conjunction with, and are qualified in their entirety by reference to, Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this 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 issued by the IASB) to reconcile such financial statements to U.S. GAAP.
During the year ended December 31, 2025, we reported a controlling interest net income of $960 million, which was 2% higher than 2024. Net income for 2025 was driven by gains from discontinued operations, primarily from the sale of our operations in the Dominican Republic, and favorable foreign exchange results. This increase was partially mitigated by a higher effective tax rate and higher other expenses, net, which increased from an expense of $1 million in 2024 to an expense of $784 million in 2025, mainly due to non-cash goodwill impairment losses and restructuring charges related to our Cutting-Edge program.
Cemex, S.A.B. de C.V. and Subsidiaries
Selected Consolidated Financial Information
As of and for the Year Ended December 31,
2023 2024 2025
(in millions of Dollars, except ratios and share and per share amounts)
Income Statements:
Revenues $ 16,404 $ 16,063 $ 16,132
Cost of sales(1) (10,868 ) (10,655 ) (10,821 )
Gross profit 5,536 5,408 5,311
Operating expenses (3,590 ) (3,585 ) (3,522 )
Operating earnings before other expenses, net(2) 1,946 1,823 1,789
Other expenses, net (205 ) (1 ) (784 )
Operating earnings(2) 1,741 1,822 1,005
Financial items(3) (513 ) (924 ) (306 )
Share of profit of equity accounted investments 98 93 90
Earnings before income tax 1,326 991 789
Income tax (1,205 ) (67 ) (385 )
Discontinued operations(4) 78 36 566
Non-controlling interest net income 17 21 10
Controlling interest net income 182 939 960
Basic earnings per share(5)(6) 0.0042 0.0217 0.0221
Diluted earnings per share(5)(6) 0.0041 0.0213 0.0218
Basic earnings per share from continuing operations(5)(6) 0.0024 0.0209 0.0091
Diluted earnings per share from continuing operations(5)(6) 0.0023 0.0205 0.0090
Number of shares outstanding(5)(7)(8) 44,110 44,066 44,082
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As of and for the Year Ended December 31,
2023 2024 2025
(in millions of Dollars, except ratios and share and per share amounts)
Income Statements:
Statement of Financial Position:
Cash and cash equivalents 624 864 1,822
Assets held for sale and other current assets(9) 191 370 144
Property, machinery and equipment, net and assets for the right-of-use, net(13) 12,466 11,240 12,168
Other assets 15,152 14,825 14,811
Total assets 28,433 27,299 28,945
Current debt 25 189 1,187
Other current liabilities 6,761 5,903 6,160
Non-current debt 6,203 5,340 4,457
Other non-current liabilities 3,328 3,390 3,503
Total liabilities 16,317 14,822 15,307
Non-controlling interest 352 301 308
Total controlling interest 11,764 12,176 13,330
Other Financial Information:
Book value per share(5)(8)(10) 0.2667 0.2763 0.3024
Operating EBITDA(11) 3,119 3,057 3,080
Capital expenditures 1,417 1,380 1,243
Depreciation and amortization of assets 1,173 1,234 1,291
Cash flows provided by operating activities from continuing operations 3,108 3,229 2,726
Basic earnings per CPO from continuing operations(5)(6) 0.0072 0.0627 0.0273
Basic earnings per CPO(5)(6) 0.0126 0.0651 0.0663
Total debt plus other financial obligations(12) 8,164 7,358 7,460
(1) Cost of sales represents the production cost of inventories at the moment of sale and includes depreciation, amortization and depletion of assets involved in production, expenses related to storage in production plants, freight expenses of raw materials in plants and delivery expenses of our ready-mix concrete business. Our cost of sales excludes (i) expenses related to personnel and equipment comprising our selling network and those expenses related to warehousing at the points of sale and (ii) freight expenses of finished products from our producing plants to our points of sale and from our points of sale to our customers’ locations, which are all included as part of the line item titled “Operating expenses.”
(2) In the income statements, we include the line item titled “Operating earnings before other expenses, net” considering that it is a subtotal relevant for the determination of our “Operating EBITDA” as explained in note 2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. The line item of “Operating earnings before other expenses, net” allows for easy reconciliation of the amount in these financial statements under IFRS to the non-IFRS measure of Operating EBITDA by adding back depreciation and amortization. Under current IFRS, the inclusion of certain subtotals such as “Operating earnings before other expenses, net” and the display of the income statements varies significantly by industry and company according to specific needs.
(3) Financial items include our financial expense and our financial income and other items, net, which includes net interest cost of pension liabilities, financial income, results from financial instruments, net (derivatives, fixed-income investments and other securities), foreign exchange results, effects of amortized cost on assets and liabilities and others, net. See note 9 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
(4) Considering any component that has been disposed of or classified as held for sale and represents a separate major line of business, geographical area, or is part of a single disposal plan, our income statements present as part of the single line item of “Discontinued operations,” net of income tax, the results of: (a) the operating segment in Philippines for the year ended December 31, 2023 and for the period from January 1 to December 2, 2024; (b) the operating segment in Guatemala for the year ended December 31, 2023 and for the period from January 1 to September 10, 2024; (c) Dominican Republic operations for the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025; and (d) Panama for the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025. See note 5.2 in Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
(5) Cemex, S.A.B. de C.V.’s capital stock consists of Series A shares and Series B shares. Each CPO represents two Series A shares and one Series B share. As of December 31, 2025, 99.99% of Cemex, S.A.B. de C.V.’s outstanding share capital was represented by CPOs, with each ADS representing 10 CPOs. No CPOs were repurchased in 2023, 2024 and 2025 under the repurchase programs authorized at Cemex, S.A.B. de C.V.’s AGMs held on March 24, 2022, March 23, 2023, March 22, 2024 and March 25, 2025.
(6) Earnings per share is calculated based upon the weighted-average number of shares outstanding during the year, as described in note 23 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. Basic earnings per CPO is determined by multiplying the basic earnings per share for each period by three (the number of shares underlying each CPO). Basic earnings per CPO is presented solely for the convenience of the reader and does not represent a measure under IFRS. As shown in notes 5.2 and 24 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report, and in connection with our discontinued operations mentioned above, for the year ended December 31, 2023, “Basic
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earnings per share” and “Diluted earnings per share” include $0.0024 and $0.0023, respectively, from “Continued operations,” for the year ended December 31, 2024, “Basic earnings per share” and “Diluted earnings per share” include $0.0209 and $0.0205, respectively, from “Continued operations” and for the year ended December 31, 2025, “Basic earnings per share” and “Diluted earnings per share” include $0.0091 and $0.0090, respectively, from “Continued operations.” In addition, for the year ended December 31, 2023, “Basic earnings per share” and “Diluted earnings per share” include $0.0018 and $0.0018, respectively, from “Discontinued operations,” for the year ended December 31, 2024, “Basic earnings per share” and “Diluted earnings per share” include $0.0008 and $0.0008, respectively, from “Discontinued operations” and for the year ended December 31, 2025, “Basic earnings per share” and “Diluted earnings per share” include $0.0130 and $0.0128, respectively, from “Discontinued operations.” See note 24 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
(7) Cemex, S.A.B. de C.V. did not pay a dividend in the year ended December 31, 2023. No recapitalization of retained earnings or cash dividend was proposed at Cemex, S.A.B. de C.V.’s AGM held on March 23, 2023. Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s AGM held on March 22, 2024, Cemex, S.A.B. de C.V. paid a cash dividend to shareholders during the years ended December 31, 2024 and 2025 in four installments of $0.012712 Mexican Pesos per share (equivalent to $0.000689 per share), $0.013496 Mexican Pesos per share (equivalent to $0.000689 per share), $0.013886 Mexican Pesos per share (equivalent to $0.000689 per share) and $0.013974 Mexican pesos per share (equivalent to $0.000689 per share). Pursuant to the resolutions adopted at Cemex, S.A.B. de C.V.’s AGM held on March 25, 2025, Cemex, S.A.B. de C.V. paid a cash dividend to shareholders during the year ended December 31, 2025 in three installments of $0.014105 Mexican Pesos per share (equivalent to $0.000746 per share), $0.013699 Mexican Pesos per share (equivalent to $0.000746 per share) and $0.013468 Mexican Pesos per share (equivalent to $0.000746 per share).
(8) Represents the weighted average number of shares diluted included in note 24 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
(9) For the years ended December 31, 2023, 2024 and 2025, included other assets held for sale for $49 million, $36 million and $42 million, respectively.
(10) Book value per share is calculated by dividing the total controlling interest by the number of shares outstanding.
(11) “Operating EBITDA” equals operating earnings before other expenses, net, plus depreciation and amortization expenses. Although Operating EBITDA is not a measure of operating performance, an alternative to cash flows or a measure of financial position under IFRS, Operating EBITDA is the financial measure used by our chief executive officer to review operating performance and profitability, for decision making purposes and to allocate resources. Moreover, Operating EBITDA is a measure used by our creditors to review our capacity to internally fund capital expenditures, to service or incur debt and to comply with financial covenants under our financing agreements. See note 18.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. Our Operating EBITDA may not be comparable to similarly titled measures reported by other companies. Operating EBITDA is reconciled below to operating earnings before other expenses, net, as reported in the income statements, and to cash flows provided by operating activities from continuing operations before financial expense, coupons on the Subordinated Notes and income taxes, as reported in the cash flows statement. Financial expense as reported in the income statements does not include the coupon payments of Subordinated Notes of $120 million in 2023, $143 million in 2024 and $127 million in 2025 as described in note 22.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
(12) Oher financial obligations include: (a) lease contracts as per IFRS 16; and (b) liabilities secured with accounts receivable. See notes 10 and 18.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
For the Year Ended December 31,
2023 2024 2025
(in millions of Dollars)
Reconciliation of cash flows provided by operating activities from continuing operations to Operating EBITDA
Cash flow provided by operating activities from continuing operations $ 3,108 $ 3,229 $ 2,726
Plus/minus:
Changes in working capital excluding income taxes (192 ) (223 ) 32
Depreciation and amortization of assets (1,173 ) (1,234 ) (1,291 )
Other items, net 203 51 322
Operating earnings before other expenses, net 1,946 1,823 1,789
Plus:
Depreciation and amortization of assets 1,173 1,234 1,291
Operating EBITDA 3,119 3,057 3,080
Consolidation of Our Results of Operations
Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report include all entities in which we hold a controlling interest or which we otherwise control. Control exists, and consolidation is required, only when we have all of the following: (a) the power, directly or indirectly, to direct the relevant activities of an entity; (b) the exposure to variable returns from our involvement with such entity; and (c) the ability to use our power over such entity to affect its returns.
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Investments in associates when we have significant influence, which is generally presumed with a minimum equity interest of 20% and/or joint venture arrangements, in which we and other third-party investors have joint control and have rights to the net assets of the arrangements, are accounted for by the equity method. Under the equity method, after acquisition, the investment’s original cost is adjusted for the proportional interest 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 significant businesses, our income statements present as part of the single line item of “Discontinued operations” the results of operations, net of income tax, of the following transactions (as further described below): (a) Philippines operations for the year ended December 31, 2023 and for the period from January 1 to December 2, 2024; (b) Guatemala operations for the year ended December 31, 2023 and for the period from January 1 to September 10, 2024; (c) Dominican Republic operations for the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025; and (d) Panama operations for the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025. See note 5.2 in Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Acquisition of Operations
The operating results of newly acquired businesses are consolidated in Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report beginning on the acquisition date. Therefore, all periods presented do not include operating results corresponding to newly acquired businesses before we assumed control.
Significant Transactions
For the years ended December 31, 2023, 2024 and 2025, our consolidated results reflect the following transactions:
• On October 6, 2025, we concluded the sale of substantially all our operations and the majority of our assets in Panama to Grupo Estrella for a total consideration of $200 million, subject to final adjustments. The divested assets mainly consist of one cement plant in Calzada Larga, Chilibre, which, as of December 31, 2024, had an installed cement capacity of around 1.2 million metric tons per year, and related cement, ready-mix concrete, aggregates assets, and rights to acquire additional reserves from operations in Panama. For the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025, our operations in Panama are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a loss on sale of $63 million and a goodwill cancellation of $24 million.
• On October 6, 2025, we announced that we increased our holdings to a majority stake in Couch, by an additional 30%, for a price of $34 million, expanding our investment in Couch from 49% to 79%. Couch is a sand and gravel supplier across the southeastern United States that operates seven sand and gravel pits and five marine terminals. During the year ended December 31, 2025, we determined goodwill for this transaction for $25 million.
• On January 30, 2025, we completed the sale of our operations in the Dominican Republic to Progreso, and its strategic partners for a total consideration of $928 million, after adjustments for final cash, debt, and working capital balances. The divested assets mainly consist of one cement plant in the Dominican Republic consisting of two integrated production lines and related cement, concrete and aggregates assets; marine terminals and a
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commercialization business to Haiti. For the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025, our operations in the Dominican Republic are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a gain on sale of $551 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of sale and goodwill cancellation of $13 million.
• On December 2, 2024, we closed the sale of our operations in the Philippines through separate agreements executed on April 25, 2024 with DACON Corporation, DMCI Holdings, Inc. and Semirara Mining & Power Corporation, for a total consideration related to our controlling interest of $798 million. In particular, (i) Cemex Asia divested a 100% equity interest in CASEC, (ii) one of the buyers acquired a 100% interest in ALQC, of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in ALQC; and (iii) one of the buyers acquired a 100% interest in IQAC, of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in IQAC. As part of the transaction, the buyers assumed the financial debt of CHP. At the time of the transaction, CASEC owned an 89.86% interest in CHP. CHP is the owner of Cemex’s former main operating subsidiaries in the Philippines engaged in the production, sale, and distribution of cement and other buildings materials and is listed on the Philippine Stock Exchange, Inc. ALQC and IQAC are the primary suppliers of raw materials used in the now former operations of Cemex in the Philippines. The divested assets mainly consisted of two cement plants with an installed capacity of around 5.7 million metric tons per year, six marine distributions terminals and 18 land distribution centers, among other assets and investments in extracting entities. For the year ended December 31, 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the income statements, net of income tax, in the single line item “Discontinued operations”, including during the year ended December 31, 2024 a loss on sale of $119 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control and goodwill cancellation of $79 million.
• On November 1, 2024, we sold our non-controlling equity interest of 34.8% in Neoris to EPAM for a total of $215 million resulting in a gain of $139 million recognized within Other expenses, net.
• On September 10, 2024, we signed and closed the sale of our operations in Guatemala to a subsidiary of Holcim Ltd, for a total consideration of $212 million. The divested assets mainly consist of one grinding mill with an installed capacity of around 0.6 million metric tons per year, three ready mix plants and five distribution centers. For the year ended December 31, 2023 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the income statements, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a gain on sale of $163 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control.
• On September 3, 2024, we announced that we acquired a 51% controlling interest in a Berlin-based recycling company from the Heim Group in Germany for a price of $4 million. This company processes mineral construction, demolition, excavation materials and operates one plant to store biogenic CO2 in recycled mineral waste.
• During 2023, we completed the acquisition of various business and controlling interest acquisitions, primarily in the aggregates, mortars, maritime operations, adhesives, and construction demolition and excavation waste recycling sectors, for a total consideration of $101 million. We determined goodwill for these transactions for $6 million.
• On February 3, 2023, the Colombian Financial Superintendency (Superintendencia Financiera de Colombia) authorized Cemex España to commence the Delisting CLH Offer to acquire a minimum of one ordinary share and a maximum of 26,281,913 ordinary shares of CLH. The period to tender CLH shares under the Delisting CLH Offer concluded on February 28, 2023, with the final results of the Delisting CLH Offer being confirmed on March 3, 2023. As a result of the Delisting CLH Offer, we acquired 23,232,946 ordinary shares of CLH, increasing our interest to 99.46% of CLH (excluding shares owned by CLH) and delisted CLH’s shares from the Colombian Stock
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Exchange (Bolsa de Valores de Colombia). The registry of CLH’s shares in the National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) was canceled thereafter. The total consideration that we paid as a result of the acquisition of the validly tendered shares amounted to 4,735 Colombian Pesos per share, totaling 110,007,999,310 Colombian Pesos ($29 million as of December 31, 2025, based on an exchange rate of 3,757.08 Colombian Pesos to $1.00).
• On January 25, 2023, in Manila, Philippines, CASEC filed a Tender Offer Report on Form 19-1 with the Securities and Exchange Commission of the Philippines and the Philippine Stock Exchange, pursuant to Rule 19 of the Securities Regulation Code of the Philippines, in connection with its intention to conduct the CHP Tender Offer to acquire a minimum of one and a maximum of 1,614,000,000 common shares of CHP. The tender offer period commenced on February 16, 2023 and lasted for a period of 20 business days, ending on March 16, 2023. Payment of the net proceeds of the validly tendered shares took place on March 30, 2023. As part of the CHP Tender Offer, CASEC acquired 1,614,000,000 common shares of CHP, resulting in CASEC owning 89.86% of the outstanding common shares of CHP. In the CHP Tender Offer, CASEC paid 1.30 Philippine Pesos per share, an equivalent of 2,098.20 million Philippine Pesos ($36 million as of December 31, 2023, based on an exchange rate of 58.822 Philippine Pesos to $1.00) for all the acquired shares. In December 2024, we sold our operations in the Philippines. See “Item 5. Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5. Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information.
See notes 5.1 and 5.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Consolidated Income Statements Data
The following table sets forth our selected consolidated income statements data for each of the years ended December 31, 2023, 2024 and 2025 expressed as a percentage of revenues.
Year Ended December 31,
2023 2024 2025
Revenues 100 % 100 % 100 %
Cost of sales (66.3 ) (66.3 ) (67.1 )
Gross profit 33.8 33.7 32.9
Operating expenses (21.9 ) (22.3 ) (21.8 )
Operating earnings before other expenses, net 11.9 11.4 11.1
Other expenses, net (1.3 ) (0.1 ) (4.9 )
Operating earnings 10.6 11.3 6.2
Financial expense (3.2 ) (3.4 ) (2.8 )
Financial income and other items, net 0.1 (2.3 ) 0.9
Share of profit on equity accounted investments 0.6 0.6 0.6
Earnings before income tax 8.1 6.2 4.9
Income tax (7.4 ) (0.4 ) (2.4 )
Net income from continuing operations 0.7 5.8 2.5
Discontinued operations 0.5 0.2 3.5
Consolidated net income 1.2 6.0 6.0
Non-controlling interest net income 0.1 0.1 0.1
Controlling interest net income 1.1 5.9 5.9
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Key Components of Results of Operations
Revenues
Revenues are primarily comprised from the sale and distribution of cement, ready-mix concrete, aggregates, and Urbanization Solutions, which accounted for 97% of our consolidated external revenues for the three years ended December 31, 2023, 2024 and 2025. We recognized revenues at a point in time or overtime in the amount of the price, before tax on sales, expected to be received for goods and services supplied due to ordinary activities, as contractual performance obligations are fulfilled, and control of goods and services passes to the customer. Revenues are decreased by any trade discounts or volume rebates granted to customers. Transactions between related parties are eliminated in consolidation. Variable consideration is recognized when it is highly probable that a significant reversal in the amount of cumulative revenue recognized for the contract will not occur and is measured using the expected value or the most likely amount method, whichever is expected to better predict the amount based on the terms and conditions of the contract.
Cost of Sales
Cost of sales represents the production cost of inventories at the moment of sale, including raw materials and goods for resale, payroll related to the production phase, electricity, fuels, and other services, depreciation and amortization of assets involved in the production, maintenance, repairs and supplies, freight expenses of raw material in plants and delivery expenses of our ready-mix concrete business, among other production costs. Cost of sales does not include (i) expenses related to personnel, equipment and services involved in sales activities and storage of product at points of sales, which are included in administrative and selling expenses, and (ii) freight expenses of finished products between plants and points of sale and freight expenses between points of sales and the customers’ facilities, which are included as part of distribution expenses. Administrative and selling expenses and distribution expenses are included in operating expenses. As a percentage of revenues, cost of sales represented 66.3%, 66.3% and 67.1% for the years ended December 31, 2023, 2024 and 2025, respectively.
Operating Expenses
Operating expenses comprise administrative and selling expenses and distribution and logistics expenses. Administrative expenses represent the expenses associated with personnel, services, and equipment, including depreciation and amortization related to managerial activities and back-office for our management. Sales expenses represent the expenses associated with personnel, services and equipment, including depreciation and amortization, involved specifically in sales activities. Distribution and logistics expenses refer to storage expenses at points of sales, including depreciation and amortization, as well as freight expenses of finished products between plants and points of sale and freight expenses between points of sales and the customers’ facilities. As a percentage of revenues, operating expenses represented 21.9%, 22.3% and 21.8% for the years ended December 31, 2023, 2024 and 2025, respectively. The main operating expenses are comprised of transportation cost, payroll of personnel, depreciation and amortization of assets related to the operating expenses, as well as professional legal, accounting, and advisory services and maintenance, repairs, and supplies accounted for 93.8%, 94.3% and 96.9% of consolidated operating expenses for the years ended December 31, 2023, 2024 and 2025, respectively.
Other Expenses, Net
The line item Other expenses, net consists primarily of revenues and expenses not directly related to our main activities or which are of nonrecurring nature, including impairment losses of long-lived assets, non-recurring sales of emission allowances, results on disposal of assets, which relates to sales of property plant and equipment, and
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restructuring costs, and losses in connection with property damages and natural disasters, among others. For the years ended December 31, 2023, 2024 and 2025, Other expenses, net, amounted to $205 million, $1 million and $784 million, respectively. In 2023, it included impairment losses of other intangible assets and property, machinery, and equipment of $43 million, in 2024, it included impairment losses of property, machinery, and equipment of $122 million and a gain of $139 million related to the sale of our 34.8% equity interest in Neoris, and in 2025, it included impairment losses of goodwill, other intangible assets and property, machinery, and equipment of $538 million and restructuring costs of $179 million. As a percentage of revenues, Other expenses, net, represented 1.3%, 0.1% and 4.9% for the years ended December 31, 2023, 2024 and 2025, respectively.
Financial Income and Other items, Net
Financial income and other items, net, includes (i) effects of amortized cost on assets and liabilities; (ii) net interest cost of defined benefit liabilities; (iii) results from financial instruments, net; (iv) foreign exchange results, comprising foreign exchange gains and losses in connection with the effects of foreign exchange fluctuations on our assets and liabilities denominated in currencies other than the Dollar; (v) financial income, which relates to income in connection with deposits and investments; and (vi) others. As a percentage of revenues, financial income, and other items, net, represented 0.1%, 2.3% and 0.9% for the years ended December 31, 2023, 2024 and 2025, respectively.
Income Tax
Income tax comprises current income taxes net of deferred income taxes. For the years ended December 31, 2023, 2024 and 2025 our statutory income tax rate was 30%, 30% and 30%, respectively. Our average effective tax rate equals the net amount of income tax revenue or expense divided by income or loss before income taxes, as these line items are reported in the income statement, was 91.0%, 6.8% and 48.8% for the years ended December 31, 2023, 2024 and 2025, respectively. The effects reflected in the income statement for income taxes include the amounts incurred during the period and the amounts of deferred income taxes, determined according to the income tax law applicable to each subsidiary, reflecting uncertainty in income tax treatments. Consolidated deferred income taxes represent the addition of the amounts determined in each subsidiary by applying the enacted statutory income tax rate or substantively enacted by the end of the reporting period to the total temporary differences resulting from comparing the book and taxable values of assets and liabilities, considering tax assets such as loss carryforwards and other recoverable taxes, to the extent that it is probable that future taxable profits will be available against which they can be utilized. The measurement of deferred income taxes at the reporting period reflects the tax consequences that follow how we expect to recover or settle the carrying amount of its assets and liabilities. Deferred income taxes for the period represent the difference between balances of deferred income taxes at the beginning and the end of the period. Deferred income tax assets and liabilities relating to different tax jurisdictions are not offset. The effect of a change in enacted statutory tax rates is recognized in the period in which the change is officially enacted.
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Summarized in the table below are the percentage (%) increases (+) and decreases (-) for the year ended December 31, 2025 compared to the year ended December 31, 2024 in our (i) domestic cement and ready-mix concrete sales volumes, which refer entirely to sales to external customers, (ii) export sales volumes of cement, which include both sales to external customers and intragroup export sales from one reportable operating segment to another, and (iii) domestic cement and ready-mix concrete average sales prices for each of our reportable operating segments.
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Reportable operating segments represent the components of our operations that engage in business activities from which we earn revenues and incur expenses, whose operating results are regularly reviewed by our Chief Executive Officer (“CEO”), who serves as our Chief Operating Decision Maker (“CODM”), to evaluate performance and allocate resources, and for which discrete financial information is available.
During 2025, following a leadership transition and the continuing reorganization of our reporting structures, we reassessed our operating segments in accordance with IFRS 8 to reflect how our CODM currently reviews financial and operating information. Previously, segment information was reported primarily by country; however, this presentation no longer aligned with how performance and resource allocation decisions are made. As a result, commencing with the year ended December 31, 2025, our operations are organized and reported in five reportable operating segments: (1) Mexico, (2) United States, (3) Europe, (4) MEA and (5) SCA&C. Europe includes the United Kingdom, France, Germany, Poland, Spain, the Czech Republic and Croatia. MEA includes Israel, Egypt and the UAE. SCA&C includes Colombia, Puerto Rico, Nicaragua, Jamaica and the Caribbean.
The information presented for prior periods has been recast to reflect the current reportable operating segment structure.
The line item “Other activities,” included to reconcile the total of reportable segments with the consolidated amounts from continuing operations, refers to the following: (1) our cement trade maritime operations, (2) Cemex, S.A.B. de C.V., (3) other corporate entities and finance subsidiaries and (4) other minor subsidiaries with different lines of business.
The accounting policies applied to determine the financial information by reporting segment are consistent with those described in note 3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
The table below and the other volume data presented by reportable operating segment in this “Item 5. Operating and Financial Review and Prospects—Results of Operations—Year Ended December 31, 2025 Compared to Year Ended December 31, 2024” section present Domestic Sales Volumes of cement and ready-mix concrete, consisting entirely of sales to external customers, as well as Export Sales Volumes of cement to both external customers and other operating segments, and Average Domestic Sales Prices in Local Currency of cement and ready-mix concrete, which refer to sales to external customers.
Domestic Sales Volumes Export Sales Volumes (Intragroup Transactions) Export Sales Volumes to External Customers Average Domestic Sales Prices in Local Currency(1)
Reporting Segment Cement Ready-Mix Concrete Cement Cement Cement Ready-Mix Concrete
Mexico -8% -11% -50% -28% 5% 6%
United States -3% -6% — — -3% 1%
Europe 5% -2% -25% -5% -2% 2%
MEA 11% 17% — 7% 45% 4%
SCA&C 2% -5% — 25% 2% 5%
“—“ = Not Applicable
(1) Represents the average change in domestic cement and ready-mix concrete prices in local currency terms. For the purpose of our Europe and MEA reportable segments, which comprise non-Euro segments, the weighted average variance in local currency is determined and presented in Euros at the exchange rates in effect as of the end of the reporting period. For the purpose of our SCA&C reportable segment, which comprises non-Dollar segments, the weighted average variance in local currency is presented in Dollar terms at the exchange rates in effect as of the end of the reporting period. Weighted average changes for Europe, MEA and SCA&C reportable segments are based on total sales volumes in the respective segment.
On a consolidated basis, our cement sales volumes increased 3%, from 51.3 million tons in 2024 to 52.6 million tons in 2025, and our ready-mix concrete sales volumes decreased 2%, from 43.8 million cubic meters in 2024 to 42.9 million
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cubic meters in 2025. Our revenues remained relatively flat, from $16,063 million in 2024 to $16,132 million in 2025, and our operating earnings before other expenses, net decreased 2%, from $1,823 million in 2024 to $1,789 million in 2025. See the table below for a breakdown according to reporting segment.
The following tables present selected financial information for revenues of both external revenues and revenues including intragroup transactions, as well as operating earnings before other expenses, net and Operating EBITDA for each of our reporting segments for the years ended December 31, 2024 and 2025. 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.
As mentioned above, our “Operating EBITDA” is the financial measure used by our CEO and other management when assessing segment performance and profitability and deciding how to allocate resource, and our “Operating Earnings Before Other Expenses, Net” is the closest line item to Operating EBITDA presented in our income statements under IFRS included elsewhere in this annual report and is a stepping stone for calculating Operating EBITDA by adding back depreciation and amortization.
Reporting Segment Variation in Local Currency(1) Approximate Currency Fluctuations Variation in Dollars Revenues Including Intragroup Transactions For the Years Ended Variation in Local Currency(1) Approximate Currency Fluctuations Variation in Dollars External Revenues For the Years Ended
2024 2025 2024 2025
Mexico -7% -4% -11% 4,881 4,364 -6% -4% -10% 4,745 4,282
United States -4% — -4% 5,194 5,008 -4% — -4% 5,194 5,001
Europe -1% +5% +4% 3,681 3,819 +35% -29% +6% 3,582 3,797
MEA +22% +7% +29% 1,010 1,299 +23% +6% +29% 1,010 1,299
SCA&C +4% — +4% 1,100 1,144 +5% — +5% 1,064 1,112
Reportable Segments — — — — — -1% — -1% 15,595 15,491
Other Activities — — — — — +37% — +37% 468 641
Total Consolidated — — — — — — — — 16,063 16,132
“—“ = Not Applicable
(1) Represents the variation in local currency terms. For the purposes of our Europe and MEA reportable segments, which comprise non-Euro segments, the weighted average variance in local currency is determined and presented in Euros at the exchange rates in effect as of the end of the reporting period. For the purposes of our SCA&C reportable segment, which comprises non-Dollar segments, the weighted average variance in local currency is presented in Dollar at the exchange rates in effect as of the end of the reporting period.
Operating Earnings Before Other Expenses, Net(1) For the Year Ended December 31, Plus: Depreciation and Amortization Operating EBITDA(2) For the Year Ended December 31,
Reporting Segment 2024 2025 2024 2025 2024 2025
Mexico $ 1,268 $ 1,190 $ 207 $ 214 $ 1,475 $ 1,404
United States 517 484 514 495 1,031 979
Europe 252 296 258 273 510 569
MEA 78 148 49 71 127 219
SCA&C 150 150 64 73 214 223
Reportable Segments 2,265 2,268 1,092 1,126 3,357 3,394
Other Activities (442 ) (479 ) 142 165 (300 ) (314 )
Total Consolidated $ 1,823 $ 1,789 $ 1,234 $ 1,291 $ 3,057 $ 3,080
(1) We include the line item titled “Operating earnings before other expenses, net” in our income statements under IFRS considering that it is a subtotal relevant for the determination of our “Operating EBITDA” (Operating earnings before other expenses, net plus depreciation and amortization) as described in note 2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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(2) Operating EBITDA is the financial measure used by our chief executive officer to review operating performance and profitability, for decision-making purposes and to allocate resources. Moreover, Operating EBITDA is a measure used by our creditors to review our capacity to internally fund capital expenditures, to service or incur debt and to comply with financial covenants under our financing agreements, as described in note 18.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. Our Operating EBITDA is not a measure of operating performance, an alternative to cash flow or a measure of financial position under IFRS. Moreover, Operating EBITDA may not be comparable to other similarly titled measures of other companies.
Revenues. Our consolidated revenues remained relatively flat, from $16,063 million in 2024 to $16,132 million in 2025. The change in our revenues was mainly attributable to higher prices of our products in local currency, partially offset by lower volumes in our markets. Set forth below is a quantitative and qualitative analysis of the various factors affecting our revenues on a reporting segment basis. To allow the analysis of each reportable segment on a stand-alone basis, our discussion of volume data and revenues information below is presented in both external revenues and revenues before eliminations resulting from consolidation, as described in note 5.3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Mexico
Our domestic cement sales volumes to external customers from our operations in Mexico decreased 8% in 2025 compared to 2024, and ready-mix concrete sales volumes decreased 11% over the same period. Our revenues from our operations in Mexico represented 30% and 27% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively. As of December 31, 2025, our operations in Mexico represented 19% of our total assets in Dollar terms. During 2025, the decrease in cement, ready-mix concrete, and aggregates volumes was driven by a strong prior year comparison base from pre-electoral spending in infrastructure and rural roads, as well as typical demand seasonality in the first year of a new government administration. Our cement export volumes from our operations in Mexico, which represented 4% of our Mexican cement sales volumes for the year ended December 31, 2025, of which 39% corresponded to external customers and 61% corresponded to revenues from transactions with other operating segments, decreased 43% in 2025 compared to 2024, mainly due to lower export to the United States. Of our total cement export volumes from our operations in Mexico during 2025, which include both exports to external customers and exports to other operating segments, 66% was shipped to the United States and 34% to our SCA&C segment. Our average sales price of domestic cement from our operations in Mexico increased 4%, in Mexican Peso terms, in 2025 compared to 2024, and our average sales price of ready-mix concrete increased 6%, in Mexican Peso terms, over the same period.
For the year ended December 31, 2025, our Mexico segment’s external revenues were derived primarily from cement, which represented 57% of the segment’s external revenues, followed by ready-mix concrete at 30%, Urbanization Solutions at 10%, and aggregates at 3%.
As a result of decreases in domestic cement, ready-mix concrete, and aggregates sales volumes, as well as a decrease in cement export sales, partially offset by increases in domestic cement and ready-mix concrete sales prices, external revenues in Mexico, in Mexican Peso terms, decreased 7% in 2025 compared to 2024.
United States
Our domestic cement sales volumes to external customers from our operations in the United States decreased 3% in 2025 compared to 2024, and ready-mix concrete sales volumes decreased 6% over the same period. The decrease in domestic cement and ready-mix concrete sales volumes were primarily attributable to continued softness in the residential sector and adverse weather conditions, partially offset by strength in the infrastructure and industrial sectors. Our operations in the United States represented 32% and 31% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively. As of December 31, 2025, our operations in the United States represented 45% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in the United States decreased 1%, in Dollar terms, in 2025 compared to 2024, and our average ready-mix concrete sales price increased 1%, in Dollar terms, over the same period.
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For the year ended December 31, 2025, our United States segment’s external revenues were derived primarily from ready-mix concrete, which represented 55% of the segment’s external revenues, followed by cement at 24%, aggregates at 15%, and Urbanization Solutions at 6%.
As a result of decreases in domestic cement and ready-mix concrete sales volumes and a decrease in domestic cement sales prices, partially offset by an increase in ready-mix concrete sales prices, external revenues from our operations in the United States, in Dollar terms, decreased 4% in 2025 compared to 2024.
Europe
Our domestic cement sales volumes to external customers from our operations in Europe increased 5% in 2025 compared to 2024, and ready-mix concrete sales volumes decreased 2% over the same period. The increase in domestic cement sales volumes was primarily driven by infrastructure activity in Eastern Europe and sustained housing activity and infrastructure investment in Spain, despite difficult weather conditions in certain markets during the year. Our operations in Europe represented 22% and 24% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively. Our cement export volumes from our operations in Europe, which represented 12% of our Europe cement sales volumes for the year ended December 31, 2025, of which 54% corresponded to external customers and 46% corresponded to revenues from transactions with other operating segments, decreased 15% in 2025 compared to 2024, mainly due to lower volumes exported in Europe. As of December 31, 2025, our operations in Europe represented 16% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in Europe decreased 2%, in Euro terms, in 2025 compared to 2024, and our average ready-mix concrete sales price increased 2%, in Euro terms, over the same period.
For the year ended December 31, 2025, our Europe segment’s external revenues were derived primarily from ready-mix concrete, which represented 42% of the segment’s external revenues, followed by cement at 34%, aggregates at 19%, and Urbanization Solutions at 5%.
As a result of increases in domestic cement sales volumes and ready-mix concrete sales prices, and the appreciation of the Euro against the Dollar, partially offset by decreases in domestic cement sales prices and ready-mix concrete sales volumes, external revenues from our operations in Europe, in Dollar terms, increased 6% in 2025 compared to 2024.
MEA
Our domestic cement sales volumes to external customers from our operations in the MEA segment increased 11% in 2025 compared to 2024, and ready-mix concrete sales volumes increased 17% over the same period. The increase in volumes was primarily driven by strong demand across the region, supported by infrastructure activity, housing projects and favorable market conditions. Our operations in the MEA segment represented 6% and 8% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively. As of December 31, 2025, our operations in the MEA segment represented 5% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in MEA increased 45%, in Dollar terms, in 2025 compared to 2024, and our average ready-mix concrete sales price increased 4%, in Dollar terms, over the same period.
For the year ended December 31, 2025, our MEA segment’s external revenues were derived primarily from ready-mix concrete, which represented 69% of the segment’s external revenues, followed by cement at 20%, aggregates at 6%, and Urbanization Solutions at 5%.
As a result of increases in domestic cement and ready-mix concrete sales volumes and increases in domestic cement and ready-mix concrete sales prices, external revenues from our operations in the MEA segment, in Dollar terms, increased 29% in 2025 compared to 2024.
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SCA&C
Our domestic cement sales volumes to external customers from our operations in the SCA&C segment increased 2% in 2025 compared to 2024, and ready-mix concrete sales volumes decreased 5% over the same period. The increase in cement volumes was primarily driven by a recovery in demand from the informal sector and bagged cement sales in Colombia, as well as strong tourism-related construction and self-construction activity in Jamaica. Our operations in the SCA&C segment represented 7% and 7% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively. Our cement export volumes from our operations in SCA&C, which represented 4% of our SCA&C cement sales volumes for the year ended December 31, 2025, of which 100% corresponded to external customers, increased 25% in 2025 compared to 2024. As of December 31, 2025, our operations in the SCA&C segment represented 6% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in the SCA&C segment increased 3%, in Dollar terms, in 2025 compared to 2024, and our average ready-mix concrete sales price increased 7%, in Dollar terms, over the same period.
For the year ended December 31, 2025, our SCA&C segment’s external revenues were derived primarily from cement, which represented 78% of the segment’s external revenues, followed by ready-mix concrete at 18%, Urbanization Solutions at 3%, and aggregates at 1%.
As a result of increases in domestic cement sales volumes and increases in domestic cement and ready-mix concrete sales prices, partially offset by a decrease in ready-mix concrete sales volumes, external revenues from our operations in the SCA&C segment, in Dollar terms, increased 5% in 2025 compared to 2024.
Other Activities (Revenues)
Revenues from our other activities segment increased 37% in 2025 compared to 2024, in Dollar terms. Our revenues from our Other activities segment represented 3% and 3% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2025, respectively.
Cost of Sales
Our cost of sales, including depreciation, increased 1.5%, from $10,655 million in 2024 to $10,821 million in 2025. As a percentage of revenues, cost of sales increased from 66.3% in 2024 to 67.1% in 2025. The increase as a percentage of revenues was mainly driven by an increase in fixed costs, as revenues remained relatively flat compared with 2024. 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 1.8% from $5,408 million in 2024 to $5,311 million in 2025. As a percentage of revenues, gross profit decreased from 33.7% in 2024 to 32.9% in 2025. 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, distribution and logistics expenses, decreased 1.8%, from $3,585 million in 2024 to $3,522 million in 2025. As a percentage of revenues, operating expenses decreased from 22.3% in 2024 to 21.8% in 2025. The decrease as a percentage of revenues resulted
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primarily from lower transportation costs. 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 years ended December 31, 2024 and 2025, selling expenses included as part of the line item “Operating expenses” amounted to $434 million and $415 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 $1,824 million in 2024 and $1,736 million in 2025. As a percentage of revenues, distribution and logistics expenses remained flat at 11% in 2024 and 2025.
Operating Earnings Before Other Expenses, Net
For the reasons described above, our operating earnings before other expenses, net decreased 1.9% from $1,823 million in 2024 to $1,789 million in 2025. As a percentage of revenues, operating earnings before other expenses, net decreased 0.3% from 11.4% in 2024 to 11.1% in 2025. 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 reporting segment basis.
Depreciation and Amortization
During the year ended December 31, 2025, in Dollar terms, our depreciation and amortization amounted to $1,291 million, a 4.6% increase compared to $1,234 million in 2024. During the year ended December 31, 2025, our capital expenditures amounted to $1,243 million, a 9.9% decrease compared to $1,380 million in 2024, due to lower assets base and changes in exchange rates. See the table beginning on page 177 of this annual report and note 5.3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report for a breakdown of depreciation and amortization by reportable segment.
Operating EBITDA
Operating EBITDA is the key financial measure used by our chief executive officer to review operating performance and profitability, for decision-making purposes and to allocate resources. Moreover, Operating EBITDA is an indicator used by Cemex’s creditors to measure our ability to internally fund capital expenditures, as well as our ability to service or incur debt and comply with financial covenants under its financing agreements. We present “Operating EBITDA” by reportable segment in the table beginning on page 177 of this annual report and in note 5.3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. Operating EBITDA is not a measure of operating performance, an alternative to cash flows or a measure of financial position under IFRS. Moreover, Operating EBITDA may not be comparable to other similarly titled measures of other companies.
Considering the effects mentioned above, our Operating EBITDA increased 0.8% from $3,057 million in 2024 to $3,080 million in 2025. As a percentage of revenues our Operating EBITDA margin (which management considers a relevant profitability measure despite Operating EBITDA margin not being a measure of operating performance, an alternative to cash flows or a measure of financial position under IFRS) remained flat at 19% in 2024 and 2025. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our operating earnings before other expenses, net and Operating EBITDA on a reporting segment basis.
For a reconciliation of Operating Earnings Before Other Expenses, Net to Operating EBITDA, see page 170 of this annual report under “Item 5. Operating and Financial Review and Prospects—Key Components of Results of Operations—Year Ended December 31, 2025 Compared to Year Ended December 31, 2024.”
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Mexico
Our operating earnings before other expenses, net, from our operations in Mexico remained flat in Mexican Peso terms and, decreased 6%, in Dollar terms, in 2025 compared to 2024. Our operating earnings before other expenses, net from our operations in Mexico represented 70% and 67% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2025, respectively, in Dollar terms. The decrease resulted primarily from lower volumes partially offset by strong pricing of our products and cost efficiencies.
In 2025, our Operating EBITDA from our operations in Mexico remained flat, in Mexican Peso terms, and decreased 5%, in Dollar terms, compared to 2024. In addition, our Operating EBITDA from our operations in Mexico represented 48% and 46% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2025, respectively, in Dollar terms.
United States
Our operating earnings before other expenses, net, from our operations in the United States decreased 6% in 2025 compared to 2024, in Dollar terms. Our operating earnings before other expenses, net from our operations in the United States represented 28% and 27% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2025, respectively, in Dollar terms. The decrease resulted primarily from soft demand conditions, difficult weather, and increased competitive pressure in select markets, which led to volume declines in domestic gray cement and ready-mix concrete, partially offset by higher aggregates prices and cost savings under Project Cutting Edge.
In 2025, our Operating EBITDA from our operations in the United States decreased 5%, in Dollar terms, compared to 2024. In addition, our Operating EBITDA from our operations in the United States represented 34% and 32% of our total consolidated Operating EBITDA for the year ended December 31, 2024 and 2025, respectively, in Dollar terms.
Europe
Our operating earnings before other expenses, net, from our operations in Europe increased 10%, in Euro terms, and 18%, in Dollar terms, in 2025 compared to 2024. Our operating earnings before other expenses, net from our operations in Europe represented 14% and 17% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2025, respectively, in Dollar terms. The increase resulted primarily from higher cement volumes, supported by infrastructure projects in Eastern Europe and sustained housing activity and infrastructure investment in Spain, combined with low single-digit price increases, partially offset by difficult weather conditions during the year.
In 2025, our Operating EBITDA from our operations in Europe increased 5%, in Euro terms, and 12%, in Dollar terms, compared to 2024. In addition, our Operating EBITDA from our operations in Europe represented 17% and 18% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2025, respectively, in Dollar terms.
MEA
Our operating earnings before other expenses, net, from our operations in the MEA segment increased 90%, in Dollar terms, in 2025 compared to 2024. Our operating earnings before other expenses, net from our operations in the MEA segment represented 4% and 8% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2025, respectively, in Dollar terms. The increase resulted primarily from higher cement and ready-mix volumes driven by recovering construction activity across the region, combined with strong pricing dynamics during the year.
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In 2025, our Operating EBITDA from our operations in the MEA segment increased 72%, in Dollar terms, compared to 2024. In addition, our Operating EBITDA from our operations in the MEA segment represented 4% and 7% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2025, respectively, in Dollar terms.
SCA&C
Our operating earnings before other expenses, net, from our operations in SCA&C remained flat, in Dollar terms, in 2025 compared to 2024. Our operating earnings before other expenses, net from our operations in SCA&C represented 8% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2025, in Dollar terms. The flat performance resulted primarily from pricing discipline and cement volume recovery in key markets, offset by the impact of adverse weather events and increased maintenance activities during the year.
In 2025, our Operating EBITDA from our operations in SCA&C increased 4%, in Dollar terms, compared to 2024. In addition, our Operating EBITDA from our operations in SCA&C represented 7% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2025, in Dollar terms.
Other Expenses, Net. Our other expenses, net, increased from an expense of $1 million in 2024 to an expense of $784 million in 2025. The increase was primarily driven by non-cash impairment losses of $538 million recognized in 2025, comprising goodwill impairment of $307 million in our United States operations and $123 million in our Colombia operations, as well as impairment losses on property, machinery and equipment of $92 million, compared to impairment losses of $122 million in 2024. Additionally, we recognized $179 million in restructuring costs under Project Cutting Edge during 2025. See notes 8, 15.1, 17.1 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
The most significant items included under this caption for the years ended December 31, 2024 and 2025, are as follows:
For the Years Ended December 31,
2024 2025
(in millions of Dollars)
Impairment losses $ (122 ) $ (538 )
Results from the sale of assets and others, net 131 (67 )
Restructuring costs (10 ) (179 )
$ (1 ) $ (784 )
Financial Expenses. Our financial expense decreased 17%, from $545 million in 2024 to $454 million in 2025, primarily attributable to a decrease in the weighted-average interest rates on our debt portfolio. See note 18.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Financial Income and Other Items, Net. Our financial income and other items, net, in Dollar terms, increased, from an expense of $379 million in 2024 to an income of $148 million in 2025. The increase is mainly due to a $232 million gain in foreign exchange results in 2025 compared to a $353 million loss in 2024, which was mainly due to the fluctuation of the Mexican Peso against the Dollar. This increase was partially compensated by a higher loss in results from financial instruments, net in 2025 compared to 2024. See notes 9 and 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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The most significant items included under this caption for the years ended December 31, 2024 and 2025 are as follows:
For the Years Ended December 31,
2024 2025
(in millions of Dollars)
Financial income and other items, net:
Foreign exchange results $ (353 ) $ 232
Financial income 36 48
Results from financial instruments, net (4 ) (41 )
Net interest cost of defined benefit liabilities (40 ) (39 )
Effects of amortized cost on assets and liabilities (53 ) (49 )
Others 35 (3 )
$ (379 ) $ 148
Income Taxes. Our income tax expense in the income statement, which is comprised of current income taxes plus deferred income taxes, increased from $67 million in 2024 to $385 million in 2025. Our current income tax expense decreased from $343 million in 2024 to $178 million in 2025, mainly due to the deduction in 2025 of interest expense previously not deducted in prior years in Mexico. Our deferred income tax changed from a gain of $276 million in 2024 to an expense of $207 million in 2025, primarily due to a decrease in deferred tax assets due to the deduction in 2025 of interest expense from prior years, partially offset by the recognition of deferred tax assets related to net operative losses and intangible assets in Mexico. See notes 21.1, 21.2, 21.3, and 21.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
For each of the years ended December 31, 2024 and 2025, our statutory income tax rate in Mexico was 30%. Our average effective income tax rate increased from 6.8% in 2024 to 48.8% in 2025, reflecting the increase in our income tax expense described above. Our average effective tax rate equals the net amount of income tax expense divided by earnings before income taxes, as these line items are reported in our consolidated income statement. See “Item 3. Key Information—Risk Factors—Risks Relating to Regulatory and Legal Matters—Certain tax matters may have a material adverse effect on our cash flow, financial condition, and net income, as well as on our reputation” and note 21.3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Net Income from Continuing Operations. For the reasons described above, our net income from continuing operations for 2024 decreased from a net income from continuing operations of $924 million to a net income from continuing operations of $404 million in 2025. As a percentage of revenues, net income from continuing operations represented 5.8% and 2.5% for the years ended as of December 31, 2024 and 2025, respectively.
Discontinued Operations. For the years ended December 31, 2024 and 2025, our discontinued operations included in our consolidated income statements amounted to a net income from discontinued operations of $36 million and $566 million, respectively. As a percentage of revenues, income of discontinued operations, net of tax, represented 0.2% and 3.5% for the years ended December 31, 2024 and 2025, respectively. See note 5.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Consolidated Net Income. For the reasons described above, our consolidated net income (before deducting the portion allocable to non-controlling interest) for 2025 increased from a consolidated net income of $960 million in 2024 to a consolidated net income of $970 million in 2025. As a percentage of revenues, consolidated net income represented 6.0% for the years ended as of December 31, 2024 and 2025.
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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 52%, from an income of $21 million in 2024 to an income of $10 million in 2025, primarily attributable to an decrease in the net income of the consolidated entities in which others have a non-controlling interest. See note 22.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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 from a controlling interest net income of $939 million in 2024 to a controlling interest net income of $960 million in 2025. As a percentage of revenues, controlling interest net income, represented 5.9% for the years ended as of December 31, 2024 and 2025.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Summarized in the table below are the percentage (%) increases (+) and decreases (-) for the year ended December 31, 2024 compared to the year ended December 31, 2023 in our (i) domestic cement and ready-mix concrete sales volumes, which refer entirely to sales to external customers, (ii) export sales volumes of cement, which include both sales to external customers and intragroup export sales from one reportable operating segment to another, and (iii) domestic cement and ready-mix concrete average sales prices for each of our reportable operating segments.
The segment information presented for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflects our current reportable operating segment structure, which consists of five reportable operating segments: (1) Mexico, (2) United States, (3) Europe, (4) MEA, and (5) SCA&C. The information for the years ended December 31, 2024 and 2023 has been recast to reflect the current reportable operating segment structure. See “—Year Ended December 31, 2025 Compared to Year Ended December 31, 2024” above for a description of our reportable operating segments and the reasons for this change. The accounting policies applied to determine the financial information by reporting segment are consistent with those described in note 3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
The table below and the other volume data presented by reportable operating segment in this “Item 5. Operating and Financial Review and Prospects—Results of Operations—Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” section present Domestic Sales Volumes of cement and ready-mix concrete, consisting entirely of sales to external customers, as well as Export Sales Volumes of cement to both external customers and other
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operating segments, and Average Domestic Sales Prices in Local Currency of cement and ready-mix concrete, which refer to sales to external customers.
Domestic Sales Volumes Export Sales Volumes (Intragroup Transactions) Export Sales Volumes to External Customers Average Domestic Sales Prices in Local Currency(1)
Reporting Segment Cement Ready-Mix Concrete Cement Cement Cement Ready-Mix Concrete
Mexico -1% — -50% -27% 3% 7%
United States -6% -10% — — 2% 5%
Europe — -6% 27% — — -1%
MEA 1% -7% — -1% 20% -1%
SCA&C -2% -5% — 586% 4% 11%
“—“ = Not Applicable
(1) Represents the average change in domestic cement and ready-mix concrete prices in local currency terms. For the purpose of our Europe and MEA reportable segments, which comprise non-Euro segments, the weighted average variance in local currency is determined and presented in Euros at the exchange rates in effect as of the end of the reporting period. For the purpose of our SCA&C reportable segment, which comprises non-Dollar segments, the weighted average variance in local currency is presented in Dollar terms at the exchange rates in effect as of the end of the reporting period. Weighted average changes for Europe, MEA and SCA&C reportable segments are based on total sales volumes in the respective segment.
On a consolidated basis, our cement sales volumes decreased 1%, from 51.7 million tons in 2023 to 51.3 million tons in 2024, and our ready-mix concrete sales volumes decreased 6%, from 46.6 million cubic meters in 2023 to 43.8 million cubic meters in 2024. Our revenues decreased 2%, from $16,404 million in 2023 to $16,063 million in 2024, and our operating earnings before other expenses, net decreased 6%, from $1,946 million in 2023 to $1,823 million in 2024. See the table below for a breakdown according to reporting segment.
The following tables present selected financial information for revenues of both external revenues and revenues including intragroup transactions, as well as operating earnings before other expenses, net and Operating EBITDA for each of our reporting segments for the years ended December 31, 2023 and 2024. 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.
As mentioned above, our “Operating EBITDA” is the financial measure used by our CEO and other management when assessing segment performance and profitability and deciding how to allocate resource, and our “Operating Earnings Before Other Expenses, Net” is the closest line item to Operating EBITDA presented in our income statements under IFRS included elsewhere in this annual report and is a stepping stone for calculating Operating EBITDA by adding back depreciation and amortization.
Reporting Segment Variation in Local Currency(1) Approximate Currency Fluctuations Variation in Dollars Revenues Including Intragroup Transactions For the Years Ended Variation in Local Currency(1) Approximate Currency Fluctuations Variation in Dollars External Revenues For the Years Ended
2023 2024 2023 2024
Mexico +1% -5% -4% 5,060 4,881 +2 -4% -2% 4,855 4,745
United States -3% — -3% 5,338 5,194 -3% — -3% 5,338 5,194
Europe -1% — -1% 3,718 3,681 -1% — -1% 3,627 3,582
MEA -7% -1% -8% 1,093 1,010 -7 — -7% 1,091 1,010
SCA&C +3% — +3% 1 1, +2% — +2% 1,042 1,064
Reportable Segments — — — — — -2% — -2% 15,953 15,595
Other Activities — — — — — +4% — +4% 451 468
Total Consolidated — — — — — -2% — -2% 16,404 16,063
“—“ = Not Applicable
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(1) Represents the variation in local currency terms. For the purposes of our Europe and MEA reportable segments, which comprise non-Euro segments, the weighted average variance in local currency is determined and presented in Euros at the exchange rates in effect as of the end of the reporting period. For the purposes of our SCA&C reportable segment, which comprises non-Dollar segments, the weighted average variance in local currency is presented in Dollar at the exchange rates in effect as of the end of the reporting period.
Operating Earnings Before Other Expenses, Net(1) For the Year Ended December 31, Plus: Depreciation and Amortization Operating EBITDA(2) For the Year Ended December 31,
Reporting Segment 2023 2024 2023 2024 2023 2024
Mexico $ 1,267 $ 1,268 $ 221 $ 207 $ 1,488 $ 1,475
United States 557 517 483 514 1,040 1,031
Europe 285 252 244 258 529 510
MEA 84 78 50 49 134 127
SCA&C 143 150 56 64 199 214
Reportable Segments 2,336 2,265 1,054 1,092 3,390 3,357
Other Activities (390 ) (442 ) 119 142 (271 ) (300 )
Total Consolidated $ 1,946 $ 1,823 $ 1,173 $ 1,234 $ 3,119 $ 3,057
(1) We include the line item titled “Operating earnings before other expenses, net” in our income statements under IFRS considering that it is a subtotal relevant for the determination of our “Operating EBITDA” (Operating earnings before other expenses, net plus depreciation and amortization) as described in note 2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
(2) Operating EBITDA is the financial measure used by our chief executive officer to review operating performance and profitability, for decision-making purposes and to allocate resources. Moreover, Operating EBITDA is a measure used by our creditors to review our capacity to internally fund capital expenditures, to service or incur debt and to comply with financial covenants under our financing agreements, as described in note 18.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. Our Operating EBITDA is not a measure of operating performance, an alternative to cash flow or a measure of financial position under IFRS. Moreover, Operating EBITDA may not be comparable to other similarly titled measures of other companies.
Revenues. Our consolidated revenues decreased 2%, from $16,404 million in 2023 to $16,063 million in 2024. The decrease in our revenues was mainly attributable to lower volumes in our markets, partially offset by higher prices of our products in local currency. Set forth below is a quantitative and qualitative analysis of the various factors affecting our revenues on a reporting segment basis. To allow the analysis of each reportable segment on a stand-alone basis, our discussion of volume data and revenues information below is presented in both external revenues and revenues before eliminations resulting from consolidation, as described in note 5.3 to our 2025 audited consolidated financial statements included elsewhere in this annual report.
Mexico
Our domestic cement sales volumes to external customers from our operations in Mexico decreased 1% in 2024 compared to 2023, and ready-mix concrete sales volumes remained flat over the same period. Our revenues from our operations in Mexico represented 30% and 30%, in Dollar terms, of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our operations in Mexico represented 15% of our total assets, in Dollar terms. During 2024, the decrease in cement volumes was driven by the construction activity deceleration after the presidential elections in Mexico in June, while ready-mix and aggregate volumes remained flat. Our cement export volumes from our operations in Mexico, which represented 7% of our Mexican cement sales volumes for the year ended December 31, 2024, of which 69% corresponded to external customers and 31% corresponded to revenues from transactions with other operating segments, decreased 44% in 2024 compared to 2023, mainly due to lower export to the United States. Of our total cement export volumes from our operations in Mexico during 2024, which include both exports to external customers and exports to other operating segments, 83% was shipped to the United States and 17% to our SCA&C segment. Our average sales price of domestic cement from our operations in Mexico increased 3%, in Mexican Peso terms, in 2024 compared to 2023, and our average sales price of ready-mix concrete increased 7%, in Mexican Peso terms, over the same period.
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For the year ended December 31, 2024, our Mexico segment’s external revenues were derived primarily from cement, which represented 54% of the segment’s external revenues, followed by ready-mix concrete at 30%, Urbanization Solutions at 13%, and aggregates at 3%.
As a result of increases in domestic cement and ready-mix concrete sales prices, partially offset by a decrease in cement sales volumes and a decrease in cement exports sales, external revenues in Mexico, in Mexican Peso terms, increased 2% in 2024 compared to 2023.
United States
Our domestic cement sales volumes to external customers from our operations in the United States decreased 6% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 10% over the same period. The decrease in domestic cement sales volumes were primarily attributable to bad weather and lower demand in many of our markets. Our operations in the United States represented 33% and 32% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2024, respectively. As of December 31, 2024, our operations in the United States represented 48% of our total assets in Dollar terms. Our average domestic cement sales prices of our operations in the United States increased 2%, in Dollar terms, in 2024 compared to 2023, and our average ready-mix concrete sales price increased 5%, in Dollar terms, over the same period.
For the year ended December 31, 2024, our United States segment’s external revenues were derived primarily from ready-mix concrete, which represented 56% of the segment’s external revenues, followed by cement at 23%, aggregates at 18%, and Urbanization Solutions at 3%.
As a result of decreases in domestic cement and ready-mix concrete sales volumes, partially compensated by an increase in domestic cement and ready-mix concrete sales prices, external revenues from our operations in the United States, in Dollar terms, decreased 3% in 2024 compared to 2023.
Europe
Our domestic cement sales volumes to external customers from our operations in Europe remained flat in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 6% over the same period. The flat domestic cement sales volumes and the decrease in ready-mix concrete sales volumes were primarily driven by challenging market conditions across several markets in the region, including reduced infrastructure investment and continued pressure from high interest rates in the housing sector in the United Kingdom, and difficult economic conditions in France and Germany, partially offset by volume growth in Poland. Our operations in Europe represented 22% and 22% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2024, respectively. Our cement export volumes from our operations in Europe, which represented 15% of our Europe cement sales volumes for the year ended December 31, 2024, of which 48% corresponded to external customers and 52% corresponded to revenues from transactions with other operating segments, increased 12% in 2024 compared to 2023, mainly due to higher volumes exported in Europe. As of December 31, 2024, our operations in Europe represented 17% of our total assets in Dollar terms. Our average domestic cement sales price from our operations in Europe remained flat in Euro terms in 2024 compared to 2023, and our average ready-mix concrete sales price decreased 1% in Euro terms over the same period.
For the year ended December 31, 2024, our Europe segment’s external revenues were derived primarily from ready-mix concrete, which represented 43% of the segment’s external revenues, followed by cement at 33%, aggregates at 19%, and Urbanization Solutions at 5%.
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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, external revenues from our operations in Europe, in Dollar terms, decreased 1% in 2024 compared to 2023.
MEA
Our domestic cement sales volumes to external customers from our operations in the MEA segment increased 1% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 7% over the same period. The increase in domestic cement sales volumes was primarily driven by volume growth in Egypt and the UAE. The decrease in ready-mix concrete sales volumes was primarily driven by the negative impact of the ongoing conflicts in the Middle East, which resulted in lower demand and the temporary closure of several concrete plants in Israel. Our operations in the MEA segment represented 7% and 6% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2024, respectively. As of December 31, 2024, our operations in the MEA segment represented 5% of our total assets in Dollar terms. Our average domestic cement sales price from our operations in the MEA segment increased 20% in Dollar terms in 2024 compared to 2023, and our average ready-mix concrete sales price decreased 1% in Dollar terms over the same period.
For the year ended December 31, 2024, our MEA segment’s external revenues were derived primarily from ready-mix concrete, which represented 69% of the segment’s external revenues, followed by cement at 18%, aggregates at 8%, and Urbanization Solutions at 5%.
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, external revenues from our operations in the MEA segment, in Dollar terms, decreased 7% in 2024 compared to 2023.
SCA&C
Our domestic cement sales volumes to external customers from our operations in the SCA&C segment decreased 2% in 2024 compared to 2023, and ready-mix concrete sales volumes decreased 5% over the same period. The decrease in domestic cement sales volumes and the decrease in ready-mix concrete sales volumes were primarily driven by lower demand in Colombia, resulting from difficult economic conditions, and lower demand in the Caribbean due to adverse weather conditions and a delay in projects in Trinidad, partially offset by volume growth in others of our markets. Our operations in the SCA&C segment represented 7% and 6% in Dollar terms of our consolidated external revenues for the years ended December 31, 2023 and 2024, respectively. Our cement export volumes from our operations in SCA&C, which represented 3% of our SCA&C cement sales volumes for the year ended December 31, 2024, of which 100% corresponded to external customers, decreased 17% in 2024 compared to 2023. As of December 31, 2024, our operations in the SCA&C segment represented 6% of our total assets in Dollar terms. Our average domestic cement sales price from our operations in the SCA&C segment increased 4% in Dollar terms in 2024 compared to 2023, and our average ready-mix concrete sales price increased 11% in Dollar terms over the same period.
For the year ended December 31, 2024, our SCA&C segment’s external revenues were derived primarily from cement, which represented 78% of the segment’s external revenues, followed by ready-mix concrete at 18%, aggregates at 2%, and Urbanization Solutions at 2%.
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, external revenues from our operations in the SCA&C segment, in Dollar terms, increased 2% in 2024 compared to 2023.
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Other Activities (Revenues)
Revenues from our other activities segment increased 4% in 2024 compared to 2023, in Dollar terms. Our revenues from our Other activities segment represented 3% and 3% in Dollar terms of our consolidated external revenues for the years ended December 31, 2024 and 2023, respectively.
Cost of Sales
Our cost of sales, including depreciation, decreased 2%, from $10,868 million in 2023 to $10,655 million in 2024. As a percentage of revenues, cost of sales remained flat at 66.3% in both years, mainly driven by an increase in fixed costs, along with a decrease in sales. 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 2% from $5,536 million in 2023 to $5,408 million in 2024. As a percentage of revenues, gross profit decreased from 33.8% in 2023 to 33.7% in 2024. 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, distribution and logistics expenses, decreased 0.1%, from $3,590 million in 2023 to $3,585 million in 2024. As a percentage of revenues, operating expenses increased from 21.9% in 2023 to 22.3% in 2024. The increase as a percentage of revenues resulted primarily from higher payroll expenses due to salary increases and higher maintenance and repairs expenses. 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 years ended December 31, 2023 and 2024, selling expenses included as part of the line item “Operating expenses” amounted to $390 million and $434 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 $1,854 million in 2023 and $1,824 million in 2024. As a percentage of revenues, distribution and logistics expenses remained flat at 11% in 2023 and 2024.
Operating Earnings Before Other Expenses, Net
For the reasons described above, our operating earnings before other expenses, net decreased 6% from $1,946 million in 2023 to $1,823 million in 2024. As a percentage of revenues, operating earnings before other expenses, net decreased 0.5% from 11.9% in 2023 to 11.4% in 2024. 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 reporting segment basis.
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Depreciation and Amortization
During the year ended December 31, 2024, in Dollar terms, our depreciation and amortization amounted to $1,234 million, a 5% increase compared to $1,173 million in 2023. During the year ended December 31, 2024, our capital expenditures amounted to $1,380 million, a 3% decrease compared to $1,417 million in 2023, due to lower assets base and changes in exchange rates. See the table on page 187 of this annual report and note 5.3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report for a breakdown of depreciation and amortization by reportable segment.
Operating EBITDA
Operating EBITDA is the key financial measure used by our chief executive officer to review operating performance and profitability, for decision-making purposes and to allocate resources. Moreover, Operating EBITDA is an indicator used by Cemex’s creditors to measure our ability to internally fund capital expenditures, as well as our ability to service or incur debt and comply with financial covenants under its financing agreements. We present “Operating EBITDA” by reportable segment in the table on page 187 of this annual report and in note 5.3 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. Operating EBITDA is not a measure of operating performance, an alternative to cash flows or a measure of financial position under IFRS. Moreover, Operating EBITDA may not be comparable to other similarly titled measures of other companies.
Considering the effects mentioned above, our Operating EBITDA decreased 2% from $3,119 million in 2023 to $3,057 million in 2024. As a percentage of revenues our Operating EBITDA margin (which management considers a relevant profitability measure despite Operating EBITDA margin not being a measure of operating performance, an alternative to cash flows or a measure of financial position under IFRS) remained flat at 19% in 2023 and 2024. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our operating earnings before other expenses, net and Operating EBITDA on a reporting segment basis.
For a reconciliation of Operating Earnings Before Other Expenses, Net to Operating EBITDA, see page 170 of this annual report under “Item 5. Operating and Financial Review and Prospects—Key Components of Results of Operations—Year Ended December 31, 2024 Compared to Year Ended December 31, 2023.”
Mexico
Our operating earnings before other expenses, net, from our operations in Mexico increased 4% in Mexican Peso terms and remained flat, in Dollar terms, in 2024 compared to 2023. Our operating earnings before other expenses, net from our operations in Mexico represented 70% and 65% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The increase resulted primarily from strong pricing of our products and lower cost of fuels, partially offset by higher electric power costs.
Moreover, in 2024 our Operating EBITDA from our operations in Mexico increased 3%, in Mexican Peso terms, and decreased 1%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in Mexico represented 48% of our total consolidated Operating EBITDA for both of the years ended December 31, 2024 and 2023, in Dollar terms.
United States
Our operating earnings before other expenses, net, from our operations in the United States decreased 7% in 2024 compared to 2023, in Dollar terms. Our operating earnings before other expenses, net from our operations in the United States represented 28% and 29% of our total operating earnings before other expenses, net for the years
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ended December 31, 2024 and 2023, respectively, in Dollar terms. The decrease resulted primarily from a decrease in our revenues in the United States segment mainly due to extreme weather events with four major hurricanes and a deep freeze in Texas.
In 2024, our Operating EBITDA from our operations in the United States decreased 1%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in the United States represented 34% and 33% of our total consolidated Operating EBITDA for the year ended December 31, 2024 and 2023, respectively, in Dollar terms.
Europe
Our operating earnings before other expenses, net, from our operations in Europe decreased 13% in Euro terms and 12% in Dollar terms in 2024 compared to 2023. Our operating earnings before other expenses, net from our operations in Europe represented 14% and 15% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The decrease resulted primarily from lower revenues across most markets, driven by a slowdown in construction activity in France and Germany, lower infrastructure investment in the United Kingdom, and higher cost of sales in Spain, partially offset by higher volumes and prices in Poland.
Moreover, in 2024 our Operating EBITDA from our operations in Europe decreased 4%, in Euro terms, and 4%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in Europe represented 17% of our total consolidated Operating EBITDA for both of the years ended December 31, 2024 and 2023, in Dollar terms.
MEA
Our operating earnings before other expenses, net, from our operations in the MEA segment decreased 7% in Dollar terms in 2024 compared to 2023. Our operating earnings before other expenses, net from our operations in the MEA segment represented 4% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, in Dollar terms. The decrease resulted primarily from lower volumes in Israel caused by the ongoing conflict in the Middle East, partially offset by higher revenues in the MEA segment.
Moreover, our Operating EBITDA from our operations in the MEA segment decreased 5%, in Dollar terms, in 2024 compared to 2023. In addition, our Operating EBITDA from our operations in the MEA segment represented 4% of our total consolidated Operating EBITDA for both of the years ended December 31, 2024 and 2023, in Dollar terms.
SCA&C
Our operating earnings before other expenses, net, from our operations in SCA&C increased 5% in Dollar terms in 2024 compared to 2023. Our operating earnings before other expenses, net from our operations in SCA&C represented 8% and 7% of our total operating earnings before other expenses, net for the years ended December 31, 2024 and 2023, respectively, in Dollar terms. The increase resulted primarily from higher revenues and lower cost of sales in most markets in the region, including the Caribbean and Colombia, partially offset by higher cost of sales in certain markets.
In 2024 our Operating EBITDA from our operations in SCA&C increased 8%, in Dollar terms, compared to 2023. In addition, our Operating EBITDA from our operations in SCA&C represented 7% and 6% of our total consolidated Operating EBITDA for the years ended December 31, 2024 and 2023, respectively, in Dollar terms.
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Other Expenses, Net. Our other expenses, net, decreased 100%, in Dollar terms, from an expense of $205 million in 2023 to an expense of $1 million in 2024. In 2024, we had a gain in results from sale of assets and others, net of $131 million, mainly due to a gain of $139 million related to the sale of our 34.8% equity interest in Neoris, compared to a loss in results from sales of assets and others, net of $160 million in 2023. This gain was partially offset by an increase of non-cash impairment losses from $43 million in 2023 to $122 million in 2024. During 2024 and 2023 we did not recognize any impairment losses of goodwill; nonetheless, we incurred impairment losses of $122 million on fixed assets during 2024 and $36 million in 2023. See notes 8, 15.1, 17.1 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
The most significant items included under this caption for the years ended December 31, 2023 and 2024, are as follows:
For the Years Ended December 31,
2023 2024
(in millions of Dollars)
Impairment losses $ (43 ) $ (122 )
Results from the sale of assets and others, net (160 ) 131
Restructuring costs (2 ) (10 )
$ (205 ) $ (1 )
Financial expenses. Our financial expense increased 3%, from $529 million in 2023 to $545 million in 2024, primarily attributable to a higher average debt level during 2024, despite a lower debt balance at year-end and an increase in financial expenses related to leases. See note 18.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Financial income and other items, net. Our financial income and other items, net, in Dollar terms, increased significantly, from an income of $16 million in 2023 to an expense of $379 million in 2024. The increase is mainly due to a $353 million loss in foreign exchange results in 2024 compared to a $130 million gain in 2023, which was mainly due to the fluctuation of the Mexican Peso against the Dollar. This increase was partially compensated by a lower loss in results from financial instruments, net in 2024 compared to 2023. See notes 9 and 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
The most significant items included under this caption for the years ended December 31, 2023 and 2024 are as follows:
For the Years Ended December 31,
2023 2024
(in millions of Dollars)
Financial income and other items, net:
Foreign exchange results $ 130 $ (353 )
Financial income 37 36
Results from financial instruments, net (65 ) (4 )
Net interest cost of defined benefit liabilities (44 ) (40 )
Effects of amortized cost on assets and liabilities (42 ) (53 )
Others — 35
$ 16 $ (379 )
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Income Taxes. Our income tax effect in the income statements, which is comprised of current income taxes plus deferred income taxes, decreased from an expense of $1,205 million in 2023 to an expense of $67 million in 2024. Our current income tax expense decreased from $1,102 million in 2023 to $343 million in 2024, mainly due to the fact that the income tax expense in 2023 included an income tax penalty of $620 million originated in Spain and tax effects on foreign currency gains originated in Mexico, while the income tax expense for 2024 does not include any of those effects (see “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Tax Matters—Spain”). Our deferred income tax expense decreased from a deferred income tax expense of $103 million in 2023 to a deferred income tax benefit of $276 million in 2024, mainly associated with the recognition of deferred tax assets related to deferred interest in Mexico in 2024. See notes 21.1, 21.2, 21.3 and 21.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
For each of the years ended December 31, 2023 and 2024, our statutory income tax rate in Mexico was 30%. Considering the decrease in our income tax expense in 2024 as compared to 2023 as described above, partially offset by the decrease in our earnings before income tax from a gain of $1,326 million in 2023 to earnings before income tax of $991 million in 2024, our average effective income tax rate decreased from an effective income tax rate of 91.0% in 2023 to an effective income tax rate of 6.8% in 2024. Our average effective tax rate equals the net amount of income tax expense divided by earnings before income taxes, as these line items are reported in our consolidated income statement. See “Item 3. Key Information—Risk Factors—Risks Relating to Regulatory and Legal Matters—Certain tax matters may have a material adverse effect on our cash flow, financial condition, and net income, as well as on our reputation” and note 21.3 to our 2025 audited consolidated financial statements included elsewhere in this annual report.
Net Income from Continuing Operations. For the reasons described above, our net income from continuing operations for 2024 increased from a net income from continuing operations of $121 million in 2023 to a net income from continuing operations of $924 million in 2024. As a percentage of revenues, net income from continuing operations represented 0.7% and 5.8% for the years ended as of December 31, 2023 and 2024, respectively.
Discontinued Operations. For the years ended December 31, 2023 and 2024, our discontinued operations included in our consolidated income statements amounted to a net income from discontinued operations of $78 million and $36 million, respectively. As a percentage of revenues, income of discontinued operations, net of tax, represented 0.5% and 0.2% for the years ended December 31, 2023 and 2024, respectively. See note 5.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Consolidated Net Income. For the reasons described above, our consolidated net income (before deducting the portion allocable to non-controlling interest) for 2024 increased from a consolidated net income of $199 million in 2023 to a consolidated net income of $960 million in 2024. As a percentage of revenues, consolidated net income represented 1.2% and 6.0% for the years ended as of December 31, 2023 and 2024, respectively.
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 increased 24%, from an income of $17 million in 2023 to an income of $21 million in 2024, primarily attributable to an increase in the net income of the consolidated entities in which others have a non-controlling interest. See note 22.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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
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those of our subsidiaries in which non-associated third parties hold interests. For the reasons described above, our controlling interest net income increased from a controlling interest net income of $182 million in 2023 to a controlling interest net income of $939 million in 2024. As a percentage of revenues, controlling interest net income, represented 1.1% and 5.9% for the years ended as of December 31, 2023 and 2024, respectively.
Liquidity and Capital Resources
Operating Activities
We have satisfied our operating liquidity needs primarily through the operation 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 cash flows provided by operating activities from continuing operations were $3,108 million in 2023, $3,229 million in 2024 and $2,726 million in 2025. See our statements of cash flows included elsewhere in this annual report. Cemex management is of the opinion that working capital is sufficient for our current requirements.
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 years ended December 31, 2023, 2024 and 2025.
Our primary sources and uses of cash during the years ended December 31, 2023, 2024 and 2025 were as follows:
For the Years Ended December 31,
2023 2024 2025
(in million of Dollars)
Operating Activities
Consolidated net income $ 199 $ 960 $ 970
Discontinued operations 78 36 566
Net income from continuing operations 121 924 404
Adjustments to the cash flow other than changes in working capital 2,795 2,082 2,354
Changes in working capital, excluding income taxes 192 223 (32 )
Cash flows provided by operating activities from continuing operations 3,108 3,229 2,726
Interest expense and income taxes paid (1,012 ) (1,405 ) (747 )
Net cash flows provided by operating activities from continuing operations 2,096 1,824 1,979
Net cash flows provided by operating activities from discontinued operations 192 155 (4 )
Net cash flows provided by operating activities after interest and income taxes 2,288 1,979 1,975
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For the Years Ended December 31,
2023 2024 2025
(in million of Dollars)
Investing Activities
Investment in property, machinery and equipment, net $ (852 ) $ (987 ) $ (947 )
Investment in intangible assets, net (207 ) (296 ) (265 )
Disposal (acquisition) of subsidiaries and associates, net (189 ) 1,020 965
Non-current assets and others, net 21 35 57
Net cash flows used in investing activities from continuing operations (1,227 ) (228 ) (190 )
Net cash flows used in investing activities from discontinued operations (115 ) (100 ) (7 )
Net cash flows used in investing activities (1,342 ) (328 ) (197 )
Financing Activities
Proceeds from new debt instruments 2,938 5,048 2,078
Debt repayments (3,840 ) (5,497 ) (2,227 )
Issuance of subordinated notes 992 — 989
Other financial obligations, net (274 ) (292 ) (285 )
Dividends paid — (90 ) (127 )
Share in trust for future deliveries under share-based compensation (45 ) (52 ) (49 )
Repayment of subordinated notes and changes in non-controlling interests (62 ) (2 ) (1,010 )
Derivative financial instruments (189 ) (37 ) (5 )
Coupons on subordinated notes (120 ) (143 ) (99 )
Non-current liabilities, net (101 ) (188 ) (61 )
Net cash flows used in financing activities (701 ) (1,253 ) (796 )
Increase (decrease) in cash and cash equivalents from continuing operations 168 343 993
Increase in cash and cash equivalents from discontinued operations 77 55 (11 )
Foreign currency translation effect on cash (116 ) (158 ) (24 )
Cash and cash equivalents at beginning of period 495 624 864
Cash and cash equivalents at end of period 624 864 1,822
Year ended December 31, 2025
During the year ended December 31, 2025, excluding the negative foreign currency effect of our balances of cash and cash equivalents generated during the period of $24 million, there was an increase in cash and cash equivalents from continuing operations of $993 million. This increase was the result of our net cash flows provided by operating activities from continuing operations, which, after interest expense and income taxes paid in cash of $747 million, amounted to $1,979 million, partially offset by our net cash flows used in investing activities from continuing operations of $190 million and our net cash flows used in financing activities of $796 million.
For the year ended December 31, 2025, our net cash flows provided by operating activities included cash flows used in working capital, excluding income taxes, of $32 million. This amount was primarily comprised of cash flows used in trade accounts payable of $225 million and cash flows used in trade accounts receivable of $34 million, partially offset by cash flows provided by inventories of $83 million, cash flows provided by other accounts payable and accrued expenses of $83 million, and cash flows provided by other accounts receivable and other assets of $61 million. The aggregate amount of net cash flows provided by operating activities from continuing operations, after interest paid of $446 million and income taxes paid of $301 million, amounted to $1,979 million.
During the year ended December 31, 2025, our cash flows provided by operating activities from continuing operations before interest expense and income tax paid of $2,726 million decreased by 16% or $503 million, compared to 2024.
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This decrease was mainly the result of a decrease in net income from continuing operations of $520 million and a decrease in cash flows generated in working capital, excluding income taxes, of $255 million in 2025, compared to 2024, which was due to (i) a negative effect in trade accounts payable of $384 million resulting mainly from lower participation in financing programs along with higher payments, (ii) a negative effect in inventories of $113 million resulting from higher levels of aggregates and pet coke inventories as well as an increase on material and spare parts balance, and (iii) a negative effect in trade accounts receivable of $90 million resulting from an increase in sales during the year in some of our markets and lower collections, partially compensated by an increase in other accounts payable and accrued expenses of $226 million, resulting from higher advanced payments received from customers in Mexico during the period, and a positive effect in other accounts receivable and other assets of $106 million.
Considering the reasons mentioned above, during the year ended December 31, 2025, the increase in cash and cash equivalents was the result of our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash of $1,979 million. During the year ended December 31, 2025, our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash, amounted to $1,979 million and was partially offset by (i) our net cash flows used in investing activities from continuing activities of $190 million, which was primarily comprised of purchase of property, machinery and equipment, net and investment in intangible assets, for an aggregate amount of $1,212 million, also partially offset by disposal of subsidiaries, net, and non-current assets and others, net, for an aggregate amount of $1,022 million; and (ii) our net cash flows used in financing activities of $796 million, which include debt repayments, other financial obligations, net, dividends paid, repayment of subordinated notes and changes in non-controlling interest, coupons on subordinated notes, shares in trust for future deliveries under share-based compensation, derivative financial instruments and non-current liabilities, net, for an aggregate amount of $3,863 million, partially offset by proceeds from new debt instruments and issuance of subordinated notes for an amount of $3,067 million.
Year ended December 31, 2024
During the year ended December 31, 2024, excluding the negative foreign currency effect of our balances of cash and cash equivalents generated during the period of $158 million, there was an increase in cash and cash equivalents from continuing operations of $343 million. This increase was the result of our net cash flows provided by operating activities from continuing operations, which, after interest expense and income taxes paid in cash of $1,405 million, amounted to $1,824 million, partially offset by our net cash flows used in investing activities from continuing operations of $228 million and our net cash flows used in financing activities of $1,253 million.
For the year ended December 31, 2024, our net cash flows provided by operating activities included cash flows generated in working capital, excluding income taxes, of $223 million. This amount was primarily comprised of cash flows provided by inventories of $196 million, cash flows provided by trade accounts payable of $159 million, and cash flows provided by trade accounts receivables of $56 million. Thus, the aggregate amount of cash flows provided by operating activities amounted to $411 million. Cash flows provided by operating activities were partially offset by cash flows used in other accounts payable and accrued expenses of $143 million, and cash flows used in other accounts receivable and other assets of $45 million for an aggregate amount of cash flows used in operating activities of $188 million.
During the year ended December 31, 2024, our cash flows provided by operating activities from continuing operations before interest expense and income tax paid of $3,229 million increased by 4% or $121 million, compared to 2023. This increase was mainly the result of net income from continuing operations of $924 million and an increase in cash flows generated in working capital, excluding income taxes, of $31 million in 2024, compared to 2023, which was due to (i) a positive effect in trade accounts payable of $204 million resulting from strong efforts in financing programs and lower payments, (ii) a positive effect in inventories of $128 million resulting from lower levels of pet coke and coal
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inventories as well as a decline on material and spare parts balance, and (iii) an increase in trade accounts receivable of $83 million resulting from a decline in sales during the year and higher collections from 2023 projects in Mexico, partially compensated by a decrease in other accounts payable and accrued expenses of $318 million, which resulted from advanced payments from customers in Mexico, and a decrease in other accounts receivable and other assets of $66 million.
Considering the reasons mentioned above, during the year ended December 31, 2024, the increase in cash and cash equivalents was the result of our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash of $1,405 million. During the year ended December 31, 2024, our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash, amounted to $1,824 million and was partially offset by (i) our net cash flows used in investing activities from continuing activities of $228 million, which was primarily comprised of purchase of property, machinery and equipment, net and, investment in intangible assets, for an aggregate amount of $1,283 million, also partially offset by disposal (acquisition) of subsidiaries, net, and non-current assets and others, net, for an aggregate amount of $1,055 million; and (ii) our net cash flows used in financing activities of $1,253 million, which include debt repayments, other financial obligations, net, dividends paid, changes in non-controlling interest, coupons on subordinated notes, shares in trust for future deliveries under share-based compensation, derivative financial instruments and non-current liabilities, net, for an aggregate amount of $6,301 million, partially offset by proceeds from new debt instruments for an amount of $5,048 million.
Year ended December 31, 2023
During the year ended December 31, 2023, excluding the negative foreign currency effect of our balances of cash and cash equivalents generated during the period of $116 million, there was an increase in cash and cash equivalents from continuing operations of $168 million. This increase was the result of our net cash flows provided by operating activities from continuing operations, which, after interest expense and income taxes paid in cash of $1,012 million, amounted to $2,096 million, partially offset by our net cash flows used in investing activities from continuing operations of $1,227 million and our net cash flows used in financing activities of $701 million.
For the year ended December 31, 2023, our net cash flows provided by operating activities included cash flows generated in working capital, excluding income taxes, of $192 million. This amount was primarily comprised of cash flows provided from other accounts payable and accrued expenses of $175 million, cash flows provided by inventories of $68 million and cash flows provided by other accounts receivable and other assets of $21 million. Thus, the aggregate amount of cash flows provided by operating activities amounted to $264 million. Cash flows provided by operating activities was partially offset by cash flows used in trade accounts payable of $45 million and cash flows used in trade accounts receivables of $27 million. Thus, the aggregate amount of cash flows resulted in $72 million.
During the year ended December 31, 2023, the increase in cash and cash equivalents was the result of our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash of $1,012 million. Our net cash flows provided by operating activities from continuing operations after interest and income taxes paid in cash, amounted to $2,096 million and was partially offset by (i) our net cash flows used in investing activities from continuing activities of $1,227 million, which was primarily comprised of purchase of property, machinery and equipment, net, investment in intangible assets, and acquisition (disposal) of subsidiaries, net, for an aggregate amount of $1,248 million, also partially offset by non-current assets and others, net, for an amount of $21 million; and (ii) our net cash flows used in financing activities of $701 million, which include debt repayments, other financial obligations, net, changes in non-controlling interest, coupons on subordinated notes, shares in trust for future deliveries under share-based compensation, derivative financial instruments and non-current liabilities, net, for an aggregate amount of $4,631 million, partially offset by proceeds from new debt instruments and issuance of 9.125% Subordinated Notes for an aggregate amount of $3,930 million.
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As of December 31, 2025, we had the following lines of credit, of which the only committed portions refer to the revolving credit facilities under the 2023 Credit Agreement and the Euro Credit Agreement, at annual interest rates ranging between 4.34% and 5.40% depending on the negotiated currency:
Lines of Credit Available
(in millions of Dollars)
Other lines of credit in foreign subsidiaries $ 125 $ 111
Other lines of credit from banks 1,020 1,020
Revolving credit facility(1) 2,352 2,352
$ 3,497 $ 3,483
(1) Includes the 2023 Credit Agreement and the Euro Credit Agreement.
As of December 31, 2025, we had $2,000 million available in our committed revolving credit tranche under the 2023 Credit Agreement and €300 million available in our committed revolving credit tranche under the Euro Credit Agreement. In connection with other lines of credit from banks, such uncommitted amounts are subject to the lenders’ availability. We expect that this, in addition to our proven capacity to continually refinance and replace short-term obligations, should generally enable us to meet liquidity needs in the next twelve months.
We have in the past (see “Introduction-Presentation of Financial Information,” “Item 3. Key Information,” “Item 5. Operating and Financial Review and Prospects—Results of Operations—Selected Consolidated Financial Information,” “Item 5. Operating and Financial Review and Prospect—Liquidity and Capital Resources—Relevant Transactions Related to Our Indebtedness in 2024”) and may from time to time in the future, subject to restrictions under our debt agreements and instruments, and depending upon market conditions and other factors our senior management deems relevant, refinance or repurchase our debt in privately negotiated or open market transactions, by tender offer or otherwise, at prices and on terms we deem appropriate (which may be at, above or below par), using cash generated from our operating activities or from the proceeds of asset sales or debt or capital transactions.
Capital Expenditures
Our capital expenditures incurred for the years ended December 31, 2024 and 2025 are as follows:
Actual for the Year Ended December 31,
2024 2025
(in millions of Dollars)
Mexico $ 315 $ 236
United States 486 531
Europe 288 269
MEA 80 65
SCA&C 189 128
Others 22 14
Total consolidated 1,380 1,243
Of which:
Expansion capital expenditures 365 419
Base capital expenditure 1,015 824
For the years ended December 31, 2024 and 2025 we recognized $1,380 million and $1,243 million in capital expenditures from our continuing operations, respectively. As of December 31, 2025, in connection with our significant projects, we had capital expenditure commitments of $1,100 million, an amount that is expected to be incurred during
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2026, based on the evolution of the related projects. The capital expenditure plan for 2026 is subject to change based on market and other conditions, and our consolidated results and financial resources.
Our Indebtedness
As of December 31, 2025, our indebtedness as presented in the statement of financial position which does not include $2,000 million aggregate principal amount of Subordinated Notes, amounted to $7,460 million (principal amount $7,486 million, excluding deferred issuance costs) of total debt plus other financial obligations. Of our total debt plus other financial obligations, 29% was current (including current maturities of non-current debt) and 71% was non-current. As of December 31, 2025, 63% of our total debt plus other financial obligations was Dollar-denominated, 17% was Euro-denominated, 3% was Pound Sterling-denominated, 16% was Mexican Peso-denominated, and 1% was denominated in other currencies. See notes 18.1 and 18.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
2023 Credit Agreement
On October 29, 2021, Cemex, S.A.B. de C.V. entered into a New York-law credit agreement for up to $3.25 billion to refinance indebtedness and general corporate purposes (the “Original 2021 Credit Agreement”). The Original 2021 Credit Agreement consisted of a five-year amortizing term loan facility of $1,500 million and a five-year revolving facility of $1,750 million. The loans accrued interest at a rate per annum equal to the LIBOR rate plus a margin ranging from 100 basis points to 175 basis points, depending on our leverage ratio.
On June 5, 2023, the Original 2021 Credit Agreement was amended to provide for Secured Overnight Financing Rate (“SOFR”) as the replacement benchmark rate for LIBOR, such that future SOFR-based loans will accrue interest as Term SOFR plus (i) a 0.11448%, 0.26161%, or 0.42826% per annum spread for one, three, and six-month interest periods, respectively and (ii) a margin between 100 and 175 basis points, depending on Cemex’s Consolidated Leverage Ratio (as defined in the Original 2021 Credit Agreement).
On October 30, 2023, Cemex, S.A.B. de C.V. signed and closed an amendment to the Original 2021 Credit Agreement to reduce the term loans by $500 million and increase the revolving commitments by $250 million under the Original 2021 Credit Agreement, and to extend the maturity of the credit agreement to October 2028. $500 million in term loans were prepaid shortly before the 2023 Credit Agreement became effective.
The main terms and conditions of the 2023 Credit Agreement are summarized as follows:
• final maturity in October 2028;
• $1 billion in Term Loans (as defined in the 2023 Credit Agreement), amortizing in five equal semi- annual payments starting in October 2026;
• $2 billion of commitments under a Revolving Facility (as defined in the 2023 Credit Agreement) maturing in October 2028;
• all loans under the 2023 Credit Agreement bear interest at the same rate, including an applicable margin over the benchmark interest rate of between 100 and 175 basis points for SOFR-based loans (as defined in the 2023 Credit Agreement), depending on Cemex’s Consolidated Leverage Ratio (as defined in the 2023 Credit Agreement), with such margin being subject to positive or negative adjustments in an aggregate amount not to exceed five basis points, based on certain sustainability-linked performance metrics from the prior annual period;
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• financial covenants consistent with an investment grade capital structure, with a maximum leverage ratio of 3.75x throughout the life of the loan, and a minimum interest coverage ratio of 2.75x; and
• guaranteed by the Refinancing Guarantors.
The 2023 Credit Agreement is denominated exclusively in Dollars and includes an interest rate margin grid that is about 25 basis points lower on average than that of the Original 2021 Credit Agreement. Furthermore, the 2023 Credit Agreement is issued under the SLFF, which is aligned to the Company’s current “Future in Action” climate action and nature program and its ultimate vision of a carbon-neutral economy. The annual performance in respect of the three metrics referenced in the 2023 Credit Agreement, which are aligned with those provided for in the SLFF, may result in an adjustment of the interest rate margin of up to plus or minus five basis points, in line with other sustainability-linked loans from investment grade rated borrowers.
As of December 31, 2025, we reported an aggregate amount of outstanding debt of $1.0 billion under the 2023 Credit Agreement. As of December 31, 2025, we had $2.0 billion of availability under the committed revolving credit tranche under the 2023 Credit Agreement.
Peso Bilateral Term Loan
On December 20, 2021, Cemex, S.A.B. de C.V. entered into the Peso Bilateral Term Loan for a principal amount of Ps 5,231 million under terms and conditions substantially similar to those of the Original 2021 Credit Agreement.
On December 6, 2023 and December 13, 2023, Cemex, S.A.B. de C.V. signed and closed, respectively, a refinancing of the Peso Bilateral Term Loan to extend its maturity to 2028. As of December 31, 2025, the Peso Bilateral Term Loan provides for a five-year amortizing Ps 6,000 million term loan with an interest rate margin dependent on leverage ratio slightly lower than that applicable prior to the refinancing. Other terms and conditions are substantially similar to those of the 2023 Credit Agreement. Cemex, S.A.B. de C.V.’s obligations are guaranteed by the Refinancing Guarantors. The borrowing under the Peso Bilateral Term Loan is also issued under the SLFF.
As of December 31, 2025, we reported an aggregate amount of outstanding debt of $333 million under the Peso Bilateral Term Loan and we had drawn the entirety of the only term loan. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations.”
Euro Credit Agreement
On October 7, 2022, Cemex, S.A.B. de C.V. entered into a New York-law credit agreement for €500 million for general corporate purposes (including to refinance indebtedness) (the “Original 2022 EUR Credit Agreement”). The Original 2022 EUR Credit Agreement consisted of a 3-year non-amortizing term loan facility, and the loans accrued interest at a rate per annum equal to the EURIBOR rate plus a margin ranging from 115 basis points to 190 basis points, depending on our leverage ratio.
On April 11, 2024, Cemex, S.A.B. de C.V. signed and closed an amendment to the Original 2022 EUR Credit Agreement, pursuant to which we prepaid €50 million of the existing term loans, refinanced the remainder of the term loans under the Original 2022 EUR Credit Agreement with a €450 million term loan facility, provided for a new revolving facility of €300 million, extended the maturity of the term loan facility to April 2029 and set the maturity of the new revolving facility to April 2028.
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The main terms and conditions of the Euro Credit Agreement are summarized as follows:
• final maturity of (x) the term loan facility in April 2029 and (y) the revolving facility in April 2028;
• €450 million in term loans, amortizing in five equal semi-annual payments starting in April 2027;
• €300 million of commitments under a revolving facility;
• all loans under the Euro Credit Agreement bear interest at the same rate, including an applicable margin of between 140 and 215 basis points over the benchmark EURIBOR Rate (as defined in the Euro Credit Agreement), depending on Cemex’s Consolidated Leverage Ratio (as defined in the Euro Credit Agreement), with such margin being subject to positive or negative adjustments in an aggregate amount not to exceed five basis points, based on certain sustainability-linked performance metrics from the prior annual period;
• financial covenants consistent with an investment grade capital structure, with a maximum leverage ratio of 3.75x throughout the life of the loan, and a minimum interest coverage ratio of 2.75x; and
• guaranteed by the Refinancing Guarantors.
The Euro Credit Agreement is denominated exclusively in Euro and includes an interest rate margin grid that is 25 basis points higher than that of the Original 2022 EUR Credit Agreement. Furthermore, the Euro Credit Agreement is issued under the SLFF. The annual performance in respect of the three metrics referenced in the Euro Credit Agreement, which are aligned with those provided for in the SLFF, may result in an adjustment of the interest rate margin of up to plus or minus five basis points, in line with other sustainability-linked loans from investment grade rated borrowers. As of December 31, 2025, the other terms and conditions of the Euro Credit Agreement were substantially similar to those of the 2023 Credit Agreement.
As of December 31, 2025, we reported an aggregate amount of outstanding debt of $529 million under the Euro Credit Agreement and we had drawn the entirety of the only term loan. As of December 31, 2025, we had $352 million of availability under the committed revolving credit tranche under the Euro Credit Agreement.
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—Risks Relating to Our Indebtedness and Certain Other Obligations—We have a substantial amount of debt and other financial obligations. If we are unable to secure refinancing on favorable terms or at all, we may not be able to comply with our payment obligations upon their maturity. Our ability to comply with our principal maturities and financial covenants may depend on us implementing certain strategic initiatives, including, but not limited to, 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.” Some of our subsidiaries have issued or provided guarantees of certain of our indebtedness, as indicated in the table below.
The Notes, excluding the CEBURES 2023 Credit Agreement Euro Credit Agreement Peso Bilateral Term Loan CEBURES
$3,039 million (principal amount $3,048 million) $987 million (principal amount $1,000 million) $524 million (principal amount $529 million) $332 million (principal amount $333 million) $641 million (principal amount $639 million)
Amount Outstanding as of December 31, 2025(1)
Cemex, S.A.B. de C.V. ✓ ✓ ✓ ✓ ✓
Cemex Operaciones México, S.A. de C.V. ✓ ✓ ✓ ✓ ✓
Cemex Concretos, S.A. de C.V. ✓ ✓ ✓ ✓ ✓
Cemex Corp. ✓ ✓ ✓ ✓ ✓
Cemex Innovation Holding Ltd. ✓ ✓ ✓ ✓ ✓
(1) Includes Notes that have been repurchased and are held by Cemex.
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In addition, as of December 31, 2025, several of our other operating subsidiaries were borrowers under debt facilities or debt arrangements aggregating $121 million. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Relevant Transactions Related to Our Indebtedness in 2025.”
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 (i) monetary policies to reduce inflation fail or induce a recession, (ii) policies in the largest economies diverge, resulting in Dollar appreciation with negative cross-border effects, (iii) energy and food price shocks cause inflation to persist for longer and weigh on investment and productivity growth, raising additional roadblocks in the recovery path, (iv) a global tightening of financial conditions triggers widespread emerging market debt distress, (v) a resurgence of the COVID-19 pandemic, or any related COVID-19 strain, or new pandemic or epidemic, hinders growth, further impacting financial institutions extending maturities to companies that have our credit rating or that are leveraged similarly to us, which become more restrictive and our operating results worsen significantly, (vi) we are unable to complete debt or equity offerings, (vii) we are unable to consummate asset sales, (viii) the rapid growth of cryptocurrencies without clear regulation leads to financial instability with negative effects for the global economy, or (ix) the proceeds of any divestitures and/or our cash flow or capital resources prove inadequate, among other events, 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 or other terms and conditions. Our ability to comply with these ratios or other terms and conditions may be affected by current global economic conditions and volatility in foreign exchange rates and the financial and capital markets, including the effects of the COVID-19 or other pandemic and geopolitical risks, such as the conflict between Russia and Ukraine and ongoing conflicts in the Middle East, on 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. 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.
Relevant Transactions Related to Our Indebtedness in 2025
The following is a description of our most important transactions related to our indebtedness in 2025:
• On July 21, 2025, we fully redeemed the 7.70% Cemex Materials LLC Dollar Notes due July 2025 for an aggregate amount of $150 million.
For a description of the Credit Agreements and the Notes, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Indebtedness.”
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Our Other Financial Obligations
Other financial obligations in the consolidated statement of financial position as of December 31, 2024 and 2025 are detailed as follows:
2024 2025
Current Non-current Total Current Non-current Total
(in millions of Dollars)
Leases $ 269 $ 902 $ 1,171 $ 267 $ 868 $ 1,135
Liabilities secured with accounts receivable 658 — 658 681 — 681
$ 927 $ 902 $ 1,829 $ 948 $ 868 $ 1,816
Leases
We have several operating and administrative assets under lease contracts. We apply the recognition exemption for short-term leases and leases of low-value assets. See notes 15.2 and 18.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Changes in the balance of lease financial liabilities during the years ended December 31, 2023, 2024 and 2025 were as follows:
(in millions of Dollars) 2023 2024 2025
Lease financial liability at beginning of year $ 1,176 $ 1,258 $ 1,171
Additions from new leases 341 290 192
Reductions from payments (256) (296) (285)
Cancellations and liability remeasurements (24) (47) 3
Foreign currency translation and accretion effects 21 (34) 54
Lease financial liability at end of year $ 1,258 $ 1,171 $ 1,135
As of December 31, 2025, the maturities of non-current lease financial liabilities are as follows:
(in millions of Dollars) Total
2027 $ 195
2028 153
2029 118
2030 86
2031 and thereafter 316
868
Total cash outflows for the years ended December 31, 2023, 2024 and 2025 for leases including the interest expense portion as disclosed in note 18.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report in 2023, 2024 and 2025 were $331 million, $371 million and $357 million, respectively.
Our Receivables Financing Arrangements
Our subsidiaries in Mexico, the United States, 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, 2024 and 2025, trade accounts receivable included receivables of $755 million and $799 million, respectively. Under these programs, our subsidiaries effectively do not surrender full control or the majority of risks and rewards associated with
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the trade accounts receivable sold. Therefore, the trade accounts receivable sold were not derecognized from the statement of financial position, and the funded amounts were recognized within the line item “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 a certain number of 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 $97 million and $118 million as of December 31, 2024 and 2025, respectively. Therefore, the funded amount to us was $658 million and $681 million as of December 31, 2024 and 2025, respectively.
Subordinated Notes
On June 8, 2021, we issued $1.0 billion aggregate principal amount of the 5.125% Subordinated Notes with no fixed maturity and subordinated to all senior obligations, and senior only to equity, in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. After issuance costs, we received $994 million. The net proceeds obtained were used to repurchase in full the balance then outstanding of perpetual debentures issued by subsidiaries and the repayment of debt.
On March 14, 2023, we issued $1.0 billion aggregate principal amount of the 9.125% Subordinated Notes with no fixed maturity and subordinated to all senior obligations, and senior only to equity, in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. After issuance costs, we received $992 million. The 9.125% Subordinated Notes are aligned with the GFF and the net proceeds obtained in the issuance should be applied to finance or refinance, in whole or in part, one or more new or existing Eligible Green Projects (“EGPs”) under its use-of-proceeds GFF. EGPs include those related to pollution prevention and control, renewable energy, energy efficiency, clean transportation, sustainable water and wastewater management, and eco- efficient and/or circular economy adapted products, production technologies and processes. On April 10, 2025, we fully redeemed the outstanding $1.0 billion aggregate principal amount of the 9.125% Subordinated Notes.
On June 10, 2025, we issued $1.0 billion aggregate principal amount of the 7.200% Subordinated Notes with no fixed maturity and subordinated to all senior obligations, and senior only to equity, in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. After issuance costs, we received $989 million. The net proceeds obtained will be used for general corporate purposes, including to repay debt or other financial obligations.
Under the Subordinated Notes, which do not have a maturity or repayment date or mandatory redemption date, interest may be deferred indefinitely at the sole discretion of Cemex, S.A.B. de C.V. In addition, the Subordinated Notes: (i) are not redeemable at the option of the holders of the Subordinated Notes, (ii) do not have the benefit of standard debt covenants, and (iii) do not include an event of default relating to a payment or covenant default with respect to any indebtedness of Cemex. Moreover, Cemex, S.A.B. de C.V. is in control of the instances that may lead to the repayment of the Subordinated Notes, including Cemex’s repurchase option on the fifth anniversary of each issuance, specific redemption events as well as those under a reorganization event under the applicable laws. In the hypothetical event of liquidation of the Cemex, S.A.B. de C.V., the holders of the Subordinated Notes would have a claim on any residual net assets available after all liabilities have been settled; therefore, the holders of the Subordinated Notes have no guarantee of collecting the principal amounts of the Subordinated Notes or any deferred accrued interest, if any.
Based on the above characteristics of the Subordinated Notes, included in contractual terms that are considered to be substantive, and legal considerations, under IAS 32, we concluded that the Subordinated Notes do not meet the definition of financial liability under IAS 32, and consequently are classified within controlling interest stockholders’ equity, within Other equity reserves. The classification as equity of the Subordinated Notes can be summarized as follows:
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The Subordinated Notes do not meet the definition of financial liability under IAS 32 considering that they include no contractual obligation: (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer due to the following reasons:
• The noteholders have agreed to the deferral of interest and principal, given that, Cemex, S.A.B. de C.V. has the unilateral and unconditional right to perpetually defer the payment of principal and interest;
• Except in the event of liquidation and provided all senior obligations are previously satisfied, Cemex, S.A.B. de C.V. controls any payments to be made to the noteholders, including in the event of bankruptcy reorganization under either the laws of Mexico (Ley de Concursos Mercantiles) or U.S. bankruptcy laws (Chapter 11); and
• The Subordinated Notes contractually evidence a residual interest in the assets of Cemex, S.A.B. de C.V. after deducting all of its liabilities. Provided all senior obligations are previously satisfied, the only requirement to settle the Subordinated Notes would be in liquidation, which is akin to an equity instrument under IAS 32.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations. As of the date of this annual report, we are not undergoing insolvency proceedings (concurso mercantil) under Mexican law, nor are we in any of the circumstances set forth in articles 9 and 10 of the Mexican Commercial Insolvency Law (Ley de Concursos Mercantiles).
Coupon payments on the Subordinated Notes for the years ended December 31, 2023, 2024 and 2025 were included within “Other equity reserves” and amounted to $120 million, $143 million and $127 million, respectively.
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 AGM. Unless otherwise instructed by Cemex, S.A.B. de C.V.’s shareholders, we are not required to purchase any minimum number of shares or securities representing such shares pursuant to any such program.
In connection with Cemex, S.A.B. de C.V.’s AGMs held on March 23, 2023, March 22, 2024 and March 25, 2025 proposals were approved to set the amount of $500 million or its equivalent in Mexican Pesos, each year and until the next AGM, respectively, 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. Cemex, S.A.B. de C.V.’s Board of Directors approved the policy and procedures for the operation of any 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 reoffering 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 “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings.” We remain subject to certain restrictions regarding the repurchase of shares of our capital stock under the Credit Agreements and the indentures governing the outstanding Notes.
During the year ended December 31, 2023, we did not use the repurchase programs authorized at Cemex, S.A.B. de C.V.’s AGMs held on March 24, 2022 and March 23, 2023. As a result, given that no repurchases of CPOs took place during the year ended December 31, 2023, Cemex, S.A.B. de C.V.’s AGM held on March 22, 2024 did not include on its agenda the cancellation of shares repurchased by Cemex, S.A.B. de C.V. Similarly, in 2024, we did not utilize the repurchase programs authorized at Cemex, S.A.B. de C.V.’s AGMs held on March 23, 2023 and March 22, 2024.
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Consequently, the agenda for Cemex, S.A.B. de C.V.’s AGM held on March 25, 2025 did not include the cancellation of shares repurchased by Cemex, S.A.B. de C.V. In 2025, we did not utilize the repurchase programs authorized at Cemex, S.A.B. de C.V.’s AGMs held on March 22, 2024 and March 25, 2025. For more information, see “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to our Stock Repurchase Program.”
Research and Development, Patents, and Licenses, etc.
Headed by Cemex Global R&D, Research and Development is increasingly assuming a key role as it is recognized as an important element in creating value for our products, which is important to Cemex’s comprehensive pricing strategy for Cemex’s products. Through the development of innovative technologies, services, and commercial models, Cemex is leveraging its know-how-based assets to create an important differentiation in its offerings to customers in a broad range of markets with unique challenges. We focus on creating tangible value for our customers by creating products designed to make their business more profitable, but more importantly, as leaders in the industry, Cemex intends to elevate and accelerate the industry’s evolution in order to achieve greater sustainability, increase engagement in social responsibility and provoke an important leap in its technological advancement.
Cemex’s R&D initiatives are globally led, coordinated and managed by Cemex Global R&D, mainly based in Switzerland, which encompasses the areas of Global R&D, Intellectual Property Management, Cement Production Technology, Sustainability, Business Process & IT, Innovation, and Commercial & Logistics. We also have other laboratories and research locations in other parts of the world.
Cemex’s interaction and engagement with customers is growing and evolving through the exploration of novel interaction methodologies. Cemex’s R&D continues to develop and evolve in the area of customer centricity, but with complementary emphases on digitalization, development of digital-based business models, socio-urban dynamics, processes and technologies to mitigate CO2, and evaluating, adopting and proposing methodologies to engage specific types of customers who are the key decision makers in the very early stages of a construction project. Such methodologies are defining innovative approaches to involve and expose existing, potential, and future customers (e.g., Engineering & Architectural students) to our value-added products (e.g., Resilia, Insularis, Promptis, Hidratium, Pervia, Evolution, Neogem, D.fab) and construction solutions. In other words, we aspire to create a unique customer experience in which the customer can see, touch, interact and even stimulate the modification of our technologies.
The areas of Global R&D, Cement Production Technology and Cemex Ventures are responsible for, among others, developing new products for our cement, ready-mix concrete, aggregate and admixture businesses as well as introduce novel and/or improved processing and manufacturing technology for all of Cemex’s core businesses. These areas also address energy efficiency of buildings, comfort, novel and more efficient construction systems. Additionally, the Global R&D and Sustainability areas collaborate to develop and propose construction solutions through consulting and the integration of the aforementioned technologies.
The Cement Production Technology and Sustainability areas are dedicated to, among others, operational efficiencies leading to cost reductions and enhancing our CO2 footprint and overall environmental impact through the usage of alternative or biomass fuels, the use of supplementary materials in substitution of clinker, as well as by managing our CO2 footprint, mitigating it and processing it in the context of a circular economy. For example, we have developed processes and products that allow us to reduce heat consumption in our kilns, which in turn reduces energy costs. Special emphasis is placed on defining parameters by which we communicate our efforts to preserve resources for the future, reduce our CO2 footprint and become more resilient with respect to our energy-related needs and potential supply constraints.
With respect to energy, the R&D team is focusing on energy storage, which represents the largest and most near- term opportunity to accelerate renewable energy deployments and bring us closer to replacing fossil fuels as the
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primary resource to meet the world’s continual growth in energy demand. Global products/brands have been conceptualized and engineered to positively impact the jobsite safety, promote efficient construction practices, sensibly preserve natural resources vital to life, lower carbon footprint, and improve the quality of life in rapidly transforming cities.
Underlying Cemex’s R&D philosophy is a growing culture of global collaboration and coordination, where the innovation team identifies and promotes novel collaboration practices and mobilizes its adoption within Cemex. Getting closer and understanding our customers is a fundamental transformation within Cemex, and consequently the Commercial & Logistics area is carrying out research initiatives to better attend the needs of customers as well as identify key changes in our supply chain management that should enable us to bring products, solutions and services to our customers in the most cost-effective and efficient manner, using what we believe to be the best available technologies to design a new standard in digital commercial models. As of December 31, 2025, Cemex Global R&D and Global Operations & Technology actively participates in several research projects (LEILAC, DRIVE, PanDORA, Cryo Pur, RTI/SLB, Carbon Biocapture, Carbon NanoTubes, Waste-to-Energy), funded by the EU under the H2020, CETP, and DOE programs, as applicable, to develop new technologies aimed at reducing Cemex’s carbon footprint in Europe and other countries in which Cemex operates.
There are 13 laboratories supporting Cemex’s R&D efforts under a collaborative network. The laboratories are strategically located in close proximity to our plants and assist the operating subsidiaries with troubleshooting, optimization techniques and quality assurance methods. The laboratories located in Switzerland and Mexico are continually improving and consolidating our research and development efforts in the areas of cement, concrete, aggregates, admixtures, mortar and asphalt technology, sustainability, and energy management. In addition, Cemex Global R&D actively generates and registers patents and pending applications in many of the countries in which Cemex operates. Patents and trade secrets are managed strategically to achieve important technology lock-ins associated with Cemex technology.
Our information technology divisions develop information management systems and software relating to cement and ready-mix concrete operational practices, automation, and maintenance. These systems have helped us to better serve our clients with respect to purchasing, delivery, and payment. More importantly, thanks to the activities of the Business Process and IT departments, Cemex is continuously improving and innovating its business processes to adapt them to the dynamically evolving markets to better serve Cemex’s needs. The launch of Cemex Go and its deployment throughout our operations is a testament to our commitment to evolve our digital commercial model to better serve the market and our customers.
R&D activities comprise part of the daily routine of the aforementioned departments and divisions. Therefore, the costs associated with such activities are expensed as incurred. In 2023, 2024 and 2025, total combined expenses of these departments recognized within administrative expenses were $55 million, $59 million and $54 million, respectively. We capitalize the costs incurred in the development of software for internal use which are amortized in operating results over the estimated useful life of the software, which is approximately five years. Capitalized direct costs incurred in the development stage of internal-use software, such as professional fees, direct labor and related travel expenses amounted to $148 million in 2023, $188 million in 2024 and $163 million in 2025. See notes 6 and 16.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material and
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adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Summary of Material Contractual Obligations and Commercial Commitments
For additional information see “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of a Portion of our Operations in Colombia.”
2023 Credit Agreement
On October 29, 2021, Cemex, S.A.B. de C.V. entered into the Original 2021 Credit Agreement for up to $3.25 billion to refinance indebtedness and general corporate purposes, which closed on November 8, 2021. On June 5, 2023, the Original 2021 Credit Agreement was amended to provide for SOFR as the replacement benchmark rate for LIBOR. On October 30, 2023, the Original 2021 Credit Agreement was further amended to refinance a portion of the Term Loans (as defined in the Original 2021 Credit Agreement) and Revolving Commitments (as defined in the Original 2021 Credit Agreement), and to extend the maturity of the credit agreement to October 2028. The 2023 Credit Agreement consists of a $1 billion five-year term loan facility amortizing in five equal semiannual payments starting in October 2026 and a $2 billion five-year committed revolving credit facility. The 2023 Credit Agreement has financial covenants consistent with an investment grade capital structure, with a maximum leverage ratio of 3.75x throughout the life of the facility, and a minimum interest coverage ratio of 2.75x. The 2023 Credit Agreement is denominated exclusively in Dollars and is the first debt to be issued under our latest updated SLFF, which is aligned to Cemex’s current “Future in Action” climate action and nature program and its ultimate vision of a carbon-neutral economy. The annual performance in respect of the three metrics referenced in the 2023 Credit Agreement, which are aligned with those provided for in the SLFF, may result in an adjustment of the interest rate margin of up to plus or minus five basis points, in line with other sustainability-linked loans from investment grade rated borrowers. Cemex, S.A.B. de C.V.’s obligations under the 2023 Credit Agreement are guaranteed by the Refinancing Guarantors.
As of December 31, 2025, we reported an aggregate principal amount of outstanding debt of $1,000 million under the 2023 Credit Agreement. As of December 31, 2025, the Term Loans under the 2023 Credit Agreement had an amortization profile of $200 million in semi-annual principal payments (as such payments may be reduced as a result of prepayments) commencing in October 2026, plus any applicable interest, in accordance with the 2023 Credit Agreement. For a discussion of restrictions and covenants under the 2023 Credit Agreement, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Indebtedness.”
Peso Bilateral Term Loan
On December 20, 2021, Cemex, S.A.B. de C.V. entered into the Peso Bilateral Term Loan for a principal amount of Ps 5,231 million under terms and conditions substantially similar to those of the Original 2021 Credit Agreement. On December 6, 2023 we signed, and on December 13, 2023 we successfully closed, the refinancing of the Peso Bilateral Term Loan, extending the maturity to 2028. As of December 31, 2025, the credit facility consists of an Ps 6.0 billion five-year amortizing term loan, which represents an increase of Ps 769 million from the original amount of the loan. The term loan, denominated in Mexican Pesos, has an interest rate margin dependent on leverage ratio slightly lower than that applicable prior to the refinancing. Other terms and conditions are substantially similar to those of the 2023 Credit Agreement. Cemex, S.A.B. de C.V.’s obligations are guaranteed by the Refinancing Guarantors. The borrowing under the Peso Bilateral Term Loan is also issued under the SLFF.
As of December 31, 2025, the Peso Bilateral Term Loan represented an amount of $333 million.
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For a discussion of restrictions and covenants under the Peso Bilateral Term Loan, see “Item 3. Key Information—Risk Factors—Risks Relating to Our Indebtedness and Certain Other Obligations—The Credit Agreements, the indentures governing our outstanding Notes, and our other debt agreements and/or instruments contain several restrictions and covenants. Our failure to comply with such restrictions and covenants or any inability to capitalize on business opportunities or refinance our debt resulting from them could have a material adverse effect on our business and financial conditions” and “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations—Peso Bilateral Term Loan repayment.”
Euro Credit Agreement
On October 7, 2022, Cemex, S.A.B. de C.V. entered into and closed the Original 2022 EUR Credit Agreement for €500 million for general corporate purposes (including to refinance indebtedness). On April 11, 2024, the Original 2022 EUR Credit Agreement was amended to prepay a portion of the outstanding term loans thereunder, refinance the remainder of such term loans, provide new revolving commitments (with a final maturity of April 2028), and to extend the final maturity of the term loans under the amended credit agreement to April 2029. The Euro Credit Agreement consists of a €450 million five-year term loan facility amortizing in five equal-semi annual payments starting in April 2027 and a €300 million four-year committed revolving credit facility. The Euro Credit Agreement has financial covenants consistent with an investment grade capital structure, with a maximum leverage ratio of 3.75x throughout the life of the facility, and a minimum interest coverage ratio of 2.75x. The Euro Credit Agreement is denominated exclusively in Euros and includes an interest rate margin grid that is 25 basis points higher than that of the Original 2022 EUR Credit Agreement. Furthermore, the Euro Credit Agreement is issued under the SLFF. The annual performance in respect of the three metrics referenced in the Euro Credit Agreement, which are aligned with those provided for in the SLFF, may result in an adjustment of the interest rate margin of up to plus or minus five basis points, in line with other sustainability-linked loans from investment grade rated borrowers. Cemex, S.A.B. de C.V.’s obligations under the Euro Credit Agreement are guaranteed by the Refinancing Guarantors. As of December 31, 2025 we had drawn the entirety of the term loan under the Euro Credit Agreement for €450 million and had full availability under the €300 million revolving facility for the Euro Credit Agreement.
As of December 31, 2025, we reported an aggregate amount of outstanding debt of $529 million under the Euro Credit Agreement. For a discussion of restrictions and covenants under the Euro Credit Agreement, see “Item 3. Key Information—Risk Factors—Risks Relating to Our Indebtedness and Certain Other Obligations—The Credit Agreements,” the indentures governing our outstanding Notes, and our other debt agreements and/or instruments contain several restrictions and covenants. Our failure to comply with such restrictions and covenants or any inability to capitalize on business opportunities or refinance our debt resulting from them could have a material adverse effect on our business and financial conditions.”
Notes
The indentures governing our outstanding Notes impose operating and financial restrictions on us. These restrictions limit our ability, among other things, to: (i) incur debt, including restrictions on incurring debt at our subsidiaries, which are not parties to the indentures governing the Notes; (ii) pay dividends on stock; (iii) redeem stock or redeem subordinated debt; (iv) make investments; (v) guarantee indebtedness; and (vi) create or assume liens.
March 2026 Euro Notes. On March 19, 2019, Cemex, S.A.B. de C.V. issued €400 million aggregate principal amount of its March 2026 Euro Notes in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The Refinancing Guarantors fully and unconditionally guarantee the performance of all obligations of Cemex, S.A.B. de C.V. under the March 2026 Euro Notes. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations.”
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November 2029 Dollar Notes. On November 19, 2019, Cemex, S.A.B. de C.V. issued $1.0 billion aggregate principal amount of its November 2029 Dollar Notes in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The Refinancing Guarantors fully and unconditionally guarantee the performance of all obligations of Cemex, S.A.B. de C.V. under the November 2029 Dollar Notes.
September 2030 Dollar Notes. On September 17, 2020, Cemex, S.A.B. de C.V. issued $1.0 billion aggregate principal amount of its September 2030 Dollar Notes in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The Refinancing Guarantors fully and unconditionally guarantee the performance of all of our obligations under the September 2030 Dollar Notes.
July 2031 Dollar Notes. On January 12, 2021, Cemex, S.A.B. de C.V. issued $1.75 billion aggregate principal amount of its July 2031 Dollar Notes in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The Refinancing Guarantors fully and unconditionally guarantee the performance of all of our obligations under the July 2031 Dollar Notes.
During any period of time that the March 2026 Euro Notes, November 2029 Dollar Notes, September 2030 Dollar Notes, or the July 2031 Dollar Notes, respectively, have investment grade ratings from two rating agencies, Cemex, S.A.B. de C.V. and certain subsidiaries shall no longer be subject to certain covenants under the indentures governing the March 2026 Euro Notes, November 2029 Dollar Notes, September 2030 Dollar Notes, or the July 2031 Dollar Notes, as applicable.
On November 8, 2021, concurrently with funding under the Original 2021 Credit Agreement and in accordance with indentures that governed our then outstanding senior secured notes, Cemex entered into supplemental indentures to add COM and CIH as new guarantors to each of the Notes. Cemex Corp. and Cemex Concretos were already guarantors of the Notes. Also, concurrently with funding under the Original 2021 Credit Agreement and the full repayment of previous agreements, the provisions contained in the indentures governing the Notes that provide that any guarantor of the Notes shall be released of its guarantee obligations with debt not guaranteed by the guarantor were triggered. As a result, both the Credit Agreements and the Notes are now guaranteed exclusively by the Refinancing Guarantors. The original note guarantors that are no longer guaranteeing the Notes are Cemex España, Cemex Asia B.V., Cemex Finance LLC, Cemex Africa & Middle East Investments B.V., Cemex France Gestion (S.A.S.), Cemex Research Group AG and Cemex UK.
CEBURES – Long-Term Notes 1. On October 5, 2023, Cemex, S.A.B. de C.V. issued Ps 1,000 million aggregate principal amount of its long-term notes (certificados bursátiles de largo plazo) with a 3-year tenor at a floating annual interest rate of TIIE 28 plus 0.45%, which are registered in Mexico. The Refinancing Guarantors fully and unconditionally guarantee the performance of all of our obligations under the Long-Term Notes 1. The Long-Term Notes 1 were issued under the SLFF and performance in respect of specific sustainability performance targets (the “SPTs”) referenced in the Long-Term Notes 1 may result in an adjustment to the financial conditions of the Long-Term Notes 1. The relevant SPT under the Long-Term Notes 1 consists of a reduction of Scope 1 and Scope 2 CO2 emissions per ton of cementitious product to 564 kg by the end of 2025. If we do not meet the SPTs by the established dates, the nominal value of the Long-Term Notes 1 would increase by 20 basis points.
CEBURES – Long-Term Notes 2. On October 5, 2023, Cemex, S.A.B. de C.V. issued Ps 5,000 million aggregate principal amount of its long-term notes (certificados bursátiles de largo plazo) with a 7-year tenor at a fixed annual interest rate of 11.48%, which are registered in Mexico. The Refinancing Guarantors fully and unconditionally guarantee the performance of all of our obligations under the Long-Term Notes 2. The Long-Term Notes 2 were issued under the SLFF and performance in respect of specific SPTs referenced in the Long-Term Notes 2 may result in an adjustment to the financial conditions of the Long-Term Notes 2. The relevant SPT under the Long-Term
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Notes 2 consists of a decrease of 513 kg by the end of 2027. If we do not meet the SPTs by the established dates, the interest rate on the Long-Term Notes 2 would increase by 25 basis points.
On February 20, 2024, we closed the reopening and placement of the CEBURES, pursuant to which Cemex, S.A.B. de C.V. issued Ps 2 billion of the Long Term Notes 1 and Ps 3.5 billion of the Long Term Notes 2. The CEBURES issued pursuant to this reopening and placement have terms and conditions identical to those of the CEBURES of their corresponding series issued on October 5, 2023, with the exception of the issue date and the placement price.
As of December 31, 2025, the aggregate principal amount outstanding under the CEBURES was Ps 11,500 million.
In connection with these issuances, Cemex negotiated interest rate and currency derivative instruments to synthetically change the financial risks profile of these issuances from the Peso to the Dollar.
Subordinated Notes
5.125% Subordinated Notes. On June 8, 2021, Cemex, S.A.B. de C.V. issued $1.0 billion aggregate principal amount of the 5.125% Subordinated Notes with no fixed maturity and subordinated to all senior obligations, and senior only to equity, in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act.
9.125% Subordinated Notes. On March 14, 2023, Cemex, S.A.B. de C.V. issued $1.0 billion aggregate principal amount of the 9.125% Subordinated Notes with no fixed maturity and subordinated to all senior obligations, and senior only to equity, in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The 9.125% Subordinated Notes were issued under the GFF. On April 10, 2025, we fully redeemed the outstanding $1.0 billion aggregate principal amount of our 9.125% Subordinated Notes.
7.200% Subordinated Notes. On June 10, 2025, we issued $1.0 billion aggregate principal amount of the 7.200% Subordinated Notes with no fixed maturity and subordinated to all senior obligations, and senior only to equity, in transactions exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act.
As of the date of this annual report, we are in compliance with our payment obligations under the Credit Agreements, the Notes and the Subordinated Notes.
Commercial Commitments
On July 27, 2012, we entered into a Master Professional Services Agreement with IBM (the “IBM 2012 MPSA”). The IBM 2012 MPSA provided the framework for certain ordinary course of business-related services on a global scale, including: information technology, application development and maintenance, finance and accounting services, and human resources administration. The term of the IBM 2012 MPSA expired on August 31, 2022.
On March 31, 2021, we signed an amendment to the IBM 2012 MPSA by which the finance and accounting services were removed from the scope of such agreement and, on the same date, we entered into a new Master Services Agreement with IBM for the provision of finance and accounting services previously provided under the IBM 2012 MPSA (the “IBM 2021 MSA”). On June 30, 2021, we signed an amendment to the IBM 2021 MSA by which advanced cybersecurity services were incorporated into the agreement. On September 30, 2021, we signed another amendment to the IBM 2021 MSA by which the finance and accounting services were modified to incorporate advanced order-to-cash services. The cybersecurity services under the IBM 2021 MSA will end on June 30, 2026 and the finance and accounting services under the IBM 2021 MSA will end on December 31, 2028, unless terminated earlier. In comparison with the IBM 2012 MPSA, the IBM 2021 MSA includes provisions for automation, as well as provisions for increased consumption flexibility and a reassessment of service level requirements. We may terminate
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the IBM 2021 MSA (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 the corresponding 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 IBM 2021 MSA if we (i) fail to make payments when due or (ii) become bankrupt and do not pay in advance for the services.
In August 2021, we entered into new agreements with three service providers in the fields of data processing services (back office) in finance, accounting and human resources; as well as IT infrastructure services, support and maintenance of IT applications in the countries in which we operate, for a tenure of five to seven years at an average annual cost of approximately $60 million. The services provided under these agreements replaced the services provided under the IBM 2012 MPSA which expired in September 2022.
On October 25, 2022, we entered into a five-year agreement with Neoris for the acquisition of information technology solutions and services for an annual amount of at least $55 million.
With the intention of hedging a portion of our expected deficit of EUAs, in March 2024, we established a program to enter into physically settled forward purchase commitments for the acquisition of EUAs for our own use (the “EUAs Forward Program”). As of December 31, 2025, the EUAs Forward Program is comprised of 2.1 million EUAs for the years 2029 to 2035 for a total aggregate amount of $220 million.
As of December 31, 2025, we did not depend on any single one of our suppliers of goods or services to conduct our business.
Cash Requirements
As of December 31, 2025, we had material cash requirements as set forth in the table below.
As of December 31, 2025
Less than 1 year 1-3 years 3-5 years More than 5 years Total
(in millions of Dollars)
Non-current debt 1,191 1,271 2,076 1,131 5,669
Leases(1) 308 384 247 555 1,494
Total debt and other financial obligations 1,499 1,655 2,323 1,686 7,163
Interest payments on debt(2) 238 384 293 44 959
Pension plans and other benefits(3) 148 270 272 678 1,368
Acquisition of property, plant and equipment 147 7 — — 154
Purchases of services, raw material, fuel and energy(4) 562 617 404 398 1,981
Total cash requirements 2,594 2,933 3,292 2,806 11,625
(1) These amounts represent nominal cash flows. As of December 31, 2025, the present value of future payments was $1,135 million, with $348 million due in one to three years and $204 million due in three to five years. See note 25.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
(2) Estimated cash flows for floating rate debt were calculated using the interest rates in effect as of December 31, 2025.
(3) These figures represents estimated annual payments under these benefits. See note 20 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
(4) Future payments for raw materials, services, fuel, energy and carbon allowances are based on contractual nominal cash flows. Estimates reflect aggregate average expected annual consumption under these commitments.
As of December 31, 2023, 2024 and 2025, in connection with the commitments for the purchase of fuel and energy included in the table above, a description of the most significant contracts is as follows:
On October 24, 2018, we entered into two fixed-for-floating energy financial hedge agreements in Mexico, for a period of 20 years with the solar power plants Tuli Energía, starting in December 2019, and Helios Generación, starting in April 2020.
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Pursuant to these agreements, we fixed the megawatt-hour (“MWh”) cost (which increases at a fixed annual rate) over an electric energy volume of 400 thousand MWh per year and the differential between the agreed price and the market price is settled monthly. We consider these agreements to be a hedge for a portion of our aggregate consumption of electric energy in Mexico and recognize the result of the exchange of price differentials described previously in the statement of operations as a part of the costs of energy. During the year ended December 31, 2025, we paid $0.2 million as a result of these hedges. We do not record these agreements at fair value because there is not a deep market for electric power in Mexico that would effectively allow for their valuation.
In connection with the Ventikas, located in the Mexican state of Nuevo León with a combined generation capacity of 252 MW, we agreed to acquire a portion of the energy generated by Ventikas for our overall electricity needs in Mexico for a period of 20 years, which began in April 2016. As of December 31, 2025, we expect the estimated annual cost of this agreement to be $44 million in 2026 and $52 million in 2027, assuming energy generation is at full capacity.
Beginning in 2010, for our overall electricity needs in Mexico, we reached an agreement with the EURUS Wind Farm (“EURUS”) for the purchase of the electric energy generated for a period of no less than 20 years. EURUS is a wind farm with an installed capacity of 250 MW operated by ACCIONA in the Mexican state of Oaxaca. The annual cost of this agreement is $88 million assuming that we receive all our energy allocation. Energy supply from wind sources is variable in nature and final amounts can be determined only based on energy ultimately received at the agreed prices per unit.
We maintain a commitment initiated in April 2004 to purchase the energy generated by Termoeléctrica del Golfo (“TEG”) until September 2027 for our overall electricity needs in Mexico. The annual cost of this agreement is $72 million assuming we receive all our energy allocation.
In connection with the above, we also committed to supply TEG and Termoeléctrica Peñoles, S. de R.L. de C.V., another third-party electrical energy generating plant adjacent to TEG, all fuel necessary for their operations until the year 2027, equivalent to between 0.2 and 0.3 million tons of pet coke per year. We cover our commitments under these agreements by acquiring the aforementioned volume of fuel from sources in the international markets and Mexico.
Furthermore, Cemex is also a party to other agreements executed in connection with the financing, management and operation of the TEG power plant since before its date of commencement of operations, among those which are (i) a long-term limestone supply agreement dated as of March 26, 1999, pursuant to which Cemex agreed to sell and deliver to TEG limestone to be used at the TEG power plant for desulfurization of pet coke used for fuel, and (ii) a put option agreement dated as of March 26, 1999, pursuant to which Cemex is required to purchase the TEG power plant assets upon expiration of the term of the agreement executed with TEG to purchase the energy generated by TEG or, alternatively, at an earlier date upon the occurrence of one or more events described therein and which would be triggered upon the occurrence of one or more situations or circumstances, not attributable to TEG, that would prevent TEG from continuing operating the TEG power plant. The aforementioned agreements are set to expire on September 30, 2027.
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.
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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, 2024 and 2025, these strategies were sometimes complemented by the use of derivative financial instruments. See notes 18.4 and 18.5 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this 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; (b) foreign exchange hedging; (c) hedge of forecasted transactions; (d) changing the risk of changes in market interest rates; and (e) other corporate purposes. See note 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
As of December 31, 2024 and 2025 the notional amounts and fair values of our derivative instruments were as follows:
At December 31, 2024 At December 31, 2025
Notional Amount Estimated Fair value Notional Amount Estimated Fair value Maturity Date
(in millions of Dollars)
Financial derivative instruments hedging the net investment $ 713 $ 63 $ 1,817 $ (94 ) Mar 2031
Cross currency swaps 658 (100 ) 658 (1 ) Oct 2030
Interest rate swaps 600 14 705 2 Feb 2030
Fuel price hedging 356 6 247 3 Dec 2027
Foreign exchange options 650 41 — — —
$ 2,977 $ 24 $ 3,427 $ (90 )
Our Financial Derivative Instruments Hedging the Net Investment. As of December 31, 2024 and 2025, there are Dollar/Peso foreign exchange forward contracts for notional amounts of $492 million, in both years. We have designated this program as a hedge for our net investment in Pesos, pursuant to which changes in the fair market value of these instruments are recognized as part of other equity reserves. For the years ended December 31, 2023, 2024 and 2025, these contracts generated losses of $172 million, gains of $86 million and losses of $105 million, respectively, which partially offset currency translation effects in each year recognized in equity generated from our net assets denominated in Pesos.
In addition, as of December 31, 2024 and 2025, as part of our Peso net investment hedge strategy, there are additional Dollar/Peso capped forwards, structured with option contracts, for a notional amount of $221 million and $784 million, respectively. Changes in the fair market value of such capped forward contracts are also recognized as part of other equity reserves. For the years 2023, 2024 and 2025, these contracts generated losses of $54 million, gains of $43 million and losses of $65 million, respectively, which partially offset currency translation effects recognized in equity generated from our net assets denominated in Pesos.
Moreover, as of December 31, 2025, we held cross-currency swap and forward starting cross currency swaps contracts for a notional amount of $541 million. We designated this program as a hedge for our net investment in
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Euros. In addition, changes in fair value of these contracts related to the interest rate are initially recognized as part of other equity reserves, and are subsequently allocated through financial expense, as interest expense on the related loans is accrued in the income statements. For the year 2025, changes in the fair value of these contracts generated losses of $20 million recognized in other equity reserves.
Our Cross Currency Swaps. As of December 31, 2024 and 2025, we held cross-currency swap contracts for a notional amount of $658 million in both years, in connection with the CEBURES as described in note 18.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report, these contracts were designated as cash flow hedges to modify the rate and currency risk profile of the Long-Term Notes 1 and Long-Term Notes 2 from Peso to Dollar. For the years 2023, 2024 and 2025, changes in fair value of these contracts resulted in gains of $23 million, losses of $123 million and gains of $89 million, respectively, which were recognized in other comprehensive income.
Our Interest Rate Swaps. As of December 31, 2024 and 2025, we held interest rate swaps for a notional amount of $600 million and $705 million, respectively, and fair value assets of $14 million in 2024 and $2 million in 2025. For the years ended December 31, 2023, 2024 and 2025, changes in the fair value of these contracts generated losses of $9 million, $16 million, and $13 million, which were recognized in other comprehensive income.
Our Fuel Price Hedging Derivatives. As of December 31, 2024 and 2025, we maintained financial derivative contracts negotiated to hedge the price of certain fuels in several operations, for aggregate notional amounts of $134 million and $120 million. We have designated these contracts as cash flow hedges of forecast transactions. For the years ended December 31, 2023, 2024 and 2025 changes in fair value of these contracts recognized in other equity reserves represented losses of $6 million each year. In addition, as of December 31, 2024 and 2025, we held Brent oil and coal call spreads with a notional of $222 million and $128 million, respectively. Changes in the fair value of these contracts are recognized directly in the income statements as part of “Financial income and other items, net” which resulted in losses of $1 million in 2023, losses of $17 million and $9 million in 2024 and 2025, respectively.
Foreign Exchange Options. As of December 31, 2024, we held Dollar/Peso call spread option contracts for a notional amount of $650 million. Such contracts were settled during 2025.
See note 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Other Derivative Financial Instruments.
With respect to our existing financial derivatives, we may incur net losses and be subject to margin calls that will require cash. Likewise, 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 will always be minimal. See notes 18.4 and 18.5 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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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 non-current foreign currency-denominated debt as of December 31, 2025. Average floating interest rates are calculated based on forward rates in the yield curve as of December 31, 2025. Future cash flows represent contractual principal payments. The fair value of our floating rate non-current debt is determined by discounting future cash flows using borrowing rates available to us as of December 31, 2025 and is summarized as follows:
Expected maturity dates as of December 31, 2025
Non-current debt(1) 2026 2027 2028 2029 After 2030 Total Fair Value
(in millions of Dollars, except percentages)
Variable rate $ 505 $ 370 $ 372 $ 129 $ 8 $ 1,384 $ 1,384
Average interest rate 7.2 % 3.8 % 3.8 % 3.9 % 6.2 %
Fixed rate 682 258 256 752 2,312 4,261 4,280
Average interest rate 3.5 % 4.4 % 4.3 % 5.4 % 4.8 %
(1) The information above includes the current maturities of the non-current debt. Total non-current debt as of December 31, 2025 does not include our other financial obligations and the Subordinated Notes for an aggregate amount of $3,816 million issued by consolidated entities. See notes 18.2 and 22.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
As of December 31, 2025, 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 December 31, 2023, 26% of our long-term debt bore floating rates at a weighted average interest rate of SOFR plus 95 basis points. As of December 31, 2024, 24% of our long-term debt bore floating rates at a weighted average interest rate of SOFR plus 95 basis points. As of December 31, 2025, 20% of our long-term debt bore floating rates at a weighted average interest rate of SOFR plus 98 basis points. As of December 31, 2023, 2024 and 2025, if interest rates at that date had been 0.5% higher, with all other variables held constant, our net income for 2023, 2024 and 2025 would have been reduced by $14 million, $14 million and $10 million, respectively, as a result of higher interest expense on variable-rate denominated debt. However, this analysis does not include the interest rate swaps held by us during 2023, 2024 and 2025. See notes 18.4 and 18.5 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Foreign Currency Risk. Due to our geographic diversification, our revenues and costs 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 year ended December 31, 2025, 27% of our external revenues were generated in Mexico, 31% in the United States, 24% in Europe, 8% in the MEA, 7% in SCA&C and 3% in other activities.
As of December 31, 2024 and 2025, excluding from the sensitivity analysis the impact of translating the net assets of foreign operations into our reporting currency and considering a hypothetical 10% strengthening of the Dollar against the Mexican Peso, with all other variables held constant, our net income for 2024 and 2025 would have decreased by $183 million and $42 million, respectively, due to higher foreign exchange losses on our Dollar-denominated net monetary liabilities in consolidated entities with different functional currencies.
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As of December 31, 2025, 63% of our total debt plus other financial obligations was Dollar-denominated, 17% was Euro-denominated, 16% was Mexican Peso-denominated, and 4% was denominated in other currencies. This creates foreign currency exposure, primarily due to Dollar-denominated debt compared to the various currencies in which our revenues are earned. We cannot guarantee that we will generate sufficient revenues in Dollars from our operations to service these obligations.
In addition, considering that Cemex, S.A.B. de C.V.’s functional currency for all assets, liabilities and transactions associated with its financial and holding company activities is the Dollar, there is foreign currency risk associated with the translation of subsidiaries’ net assets denominated in different currencies (Mexican Peso, Euro, Pound Sterling and other currencies) into Dollars. When the Dollar appreciates, the value of Cemex, S.A.B. de C.V.’s net assets denominated in other currencies decreases in terms of Dollars, generating negative foreign currency translation and reducing stockholders’ equity. Conversely, when the Dollar depreciates, the value of Cemex, S.A.B. de C.V.’s net assets denominated in other currencies would increase in terms of Dollars generating the opposite effect. As mentioned above in our derivative financial instruments section, we have implemented a Dollar/Peso foreign exchange forward contract program to hedge foreign currency translation in connection with our net assets denominated in Mexican Pesos. See notes 3.3 and 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
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 December 31, 2025, current liabilities, which included $2,135 million of current debt and other financial obligations, exceeded current assets by $1,250 million. Our management has adopted an operating strategy that maintains a negative working capital balance. For the year ended December 31, 2025, we generated net cash flows provided by operating activities of $1,975 million. In addition, as of December 31, 2025, we had committed lines of credit under the revolving credit facilities of the 2023 Credit Agreement and the Euro Credit Agreement totaling $2,352 million, had $1,020 million under other uncommitted lines of credit subject to the lenders’ availability and $111 million under other lines of credit in foreign subsidiaries. See notes 18.1, 18.2, 18.5, and 25.1 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report.
Investments, Acquisitions, and Divestitures
The transactions described below represent our principal investments, acquisitions, and divestitures completed during the years ended December 31, 2023, 2024 and 2025.
Investments and Acquisitions
On October 6, 2025, we announced that we increased our holdings to a majority stake in Couch, by an additional 30%, for a price of $34 million, expanding our investment in Couch from 49% to 79%. Couch is a sand and gravel supplier across the southeastern United States that operates seven sand and gravel pits and five marine terminals. During the year ended December 31, 2025, we determined goodwill for this transaction for $25 million.
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On September 3, 2024, we announced that we acquired a 51% controlling interest in a Berlin-based recycling company from the Heim Group in Germany for a price of $4 million. This company processes mineral construction, demolition, excavation materials and operates one plant to store biogenic CO2 in recycled mineral waste.
During 2023, we completed the acquisition of various business and controlling interest acquisitions, primarily in the aggregates, mortars, maritime operations, adhesives, and construction demolition and excavation waste recycling sectors, for a total consideration of $101 million. We determined goodwill for these transactions for $6 million.
On February 3, 2023, the Colombian Financial Superintendency (Superintendencia Financiera de Colombia) authorized Cemex España to commence the Delisting CLH Offer to acquire a minimum of one ordinary share and a maximum of 26,281,913 ordinary shares of CLH. The period to tender CLH shares under the Delisting CLH Offer concluded on February 28, 2023, with the final results of the Delisting CLH Offer being confirmed on March 3, 2023. As a result of the Delisting CLH Offer, we acquired 23,232,946 ordinary shares of CLH, increasing our interest to 99.46% of CLH (excluding shares owned by CLH) and delisted CLH’s shares from the Colombian Stock Exchange (Bolsa de Valores de Colombia). The registry of CLH’s shares in the National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) was canceled thereafter. The total consideration that we paid as a result of the acquisition of the validly tendered shares amounted to 4,735 Colombian Pesos per share, totaling 110,007,999,310 Colombian Pesos ($29 million as of December 31, 2023, based on an exchange rate of 3,757.08 Colombian Pesos to $1.00).
On January 25, 2023, in Manila, Philippines, CASEC filed a Tender Offer Report on Form 19-1 with the Securities and Exchange Commission of the Philippines and the Philippine Stock Exchange, pursuant to Rule 19 of the Securities Regulation Code of the Philippines, in connection with its intention to conduct the CHP Tender Offer to acquire a minimum of one and a maximum of 1,614,000,000 common shares of CHP. The tender offer period commenced on February 16, 2023 and lasted for a period of 20 business days, ending on March 16, 2023. Payment of the net proceeds of the validly tendered shares took place on March 30, 2023. As part of the CHP Tender Offer, CASEC acquired 1,614,000,000 common shares of CHP, resulting in CASEC owning 89.86% of the outstanding common shares of CHP. In the CHP Tender Offer, CASEC paid 1.30 Philippine Pesos per share, an equivalent of 2,098.20 million Philippine Pesos ($36 million as of December 31, 2023, based on an exchange rate of 58.822 Philippine Pesos to $1.00) for all the acquired shares. In December 2024, we sold our operations in the Philippines. See “Item 5. Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5. Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information.
Divestitures
During the years ended December 31, 2023, 2024 and 2025, we made divestitures of $106 million, $1,188 million and $1,179 million, respectively (which included fixed assets of $106 million, $90 million and $104 million, respectively).
On October 6, 2025, we concluded the sale of substantially all our operations and the majority of our assets in Panama to Grupo Estrella for a total consideration of $200 million, subject to final adjustments. The divested assets mainly consist of one cement plant in Calzada Larga, Chilibre, which, as of December 31, 2024, had an installed cement capacity of around 1.2 million metric tons per year, and related cement, ready-mix concrete, aggregates assets, and rights to acquire additional reserves from operations in Panama. For the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025, our operations in Panama are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a loss on sale of $63 million and a goodwill cancellation of $24 million.
On January 30, 2025, we completed the sale of our operations in the Dominican Republic to Progreso and its strategic partners for a total consideration of $928 million, after adjustments for final cash, debt, and working capital
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balances. The divested assets mainly consist of one cement plant in the Dominican Republic consisting of two integrated production lines and related cement, concrete and aggregates assets; marine terminals and a commercialization business to Haiti. For the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025, our operations in the Dominican Republic are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a gain on sale of $551 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of sale and goodwill cancellation of $13 million.
On December 2, 2024, we closed the sale of our operations in the Philippines through separate agreements executed on April 25, 2024 with DACON Corporation, DMCI Holdings, Inc. and Semirara Mining & Power Corporation, for a total consideration related to our controlling interest of $798 million. In particular, (i) Cemex Asia divested a 100% equity interest in CASEC, (ii) one of the buyers acquired a 100% interest in ALQC, of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in ALQC; and (iii) one of the buyers acquired a 100% interest in IQAC, of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in IQAC. As part of the transaction, the buyers assumed the financial debt of CHP. At the time of transaction, CASEC owned an 89.86% interest in CHP. CHP is the owner of Cemex’s former main operating subsidiaries in the Philippines engaged in the production, sale, and distribution of cement and other building materials and is listed on the Philippine Stock Exchange, Inc. ALQC and IQAC are the primary suppliers of raw materials used in the now former operations of Cemex in the Philippines. The divested assets mainly consisted of two cement plants with an installed capacity of around 5.7 million metric tons per year, six marine distributions terminals and 18 land distribution centers, among other assets and investments in extracting entities. For the years ended December 31, 2022 and 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the income statements, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a loss on sale of $119 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control and goodwill cancellation of $79 million.
On November 1, 2024, we sold our non-controlling equity interest of 34.8% in Neoris to EPAM for a total of $215 million resulting in a gain of $139 million recognized within Other expenses, net. Previously, on October 25, 2022, we sold to Advent a 65% controlling interest in Neoris for a total of $119 million and retained such non-controlling interest of 34.8%. The remaining non-controlling interest was remeasured at fair value upon loss of control, was subsequently accounted for under the equity method and was presented within the line item “Investments in associates and joint ventures.”
On September 10, 2024, we sold our operations in Guatemala to a subsidiary of Holcim Ltd, for a total consideration of $212 million. The divested assets mainly consist of one grinding mill with an installed capacity of around 0.6 million metric tons per year, three ready mix plants and five distribution centers. For the year ended December 31, 2023 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the income statements, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a gain on sale of $163 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control.
Recent Developments
Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran
On February 28, 2026, the United States and Israel initiated joint preemptive military operations against the Islamic Republic of Iran. The conflict has resulted in widespread military engagement across the Middle East, including the
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resumption of hostilities between Israel and Hezbollah in Lebanon, retaliatory missile and drone strikes by Iran against Israel, U.S. military installations and U.S.-allied Gulf states, and the effective closure of the Strait of Hormuz to commercial shipping. Although a temporary ceasefire between the United States and Iran is in effect and mediation efforts remain ongoing as of the date of this annual report, the extension of the ceasefire beyond its current expiration is uncertain and no durable resolution has been reached.
The duration and ultimate outcome of this conflict are unpredictable. The conflict has already caused, and could continue to cause, among other effects, significant volatility and disruptions in global supply chains, prices of fuel, energy and commodities, credit and capital markets, and increased geopolitical uncertainty across key global trade corridors. In particular, the disruption of maritime transit through the Strait of Hormuz has contributed to sharp increases in fuel and energy costs and severely constrained international shipping routes.
As of the date of this annual report, we are actively monitoring potential impacts of this conflict on our operations, especially with respect to trading and shipment disruptions, ocean freight rates, pet coke and coal costs, diesel prices, electricity costs, and certain procurement categories, including raw materials used in our admixtures business, and slag; as well as decreased sales volumes in Europe, MEA and the United States and foreign exchange losses due to the depreciation of the currencies of certain countries in which we have operations. An escalation, prolongation or geographic expansion of the conflict, a collapse of any ceasefire arrangements, the imposition of additional international sanctions or trade restrictions, among other developments relating to this conflict, could result in further impacts in the aforementioned or other aspects of our operations and may have a material adverse effect on our business, financial condition, liquidity, and results of operations.
As of the date of this annual report, this conflict poses security risks and increased uncertainty regarding the safety and integrity of our personnel and facilities in MEA, or outside of MEA targeting United States interests. In addition, our insurance policies may not provide adequate coverage for losses arising from acts of war, armed conflict, terrorism or related events affecting our personnel or property, and any uninsured or underinsured losses could be substantial. Any such occurrence may have a material adverse effect on our business, financial condition, liquidity, and results of operations.
Recent Developments Relating to our Shareholder Dividend Program
Cemex, S.A.B. de C.V. paid the fourth installment of $32.5 million of the cash dividend approved at its AGM held on March 25, 2025, against the delivery coupon 158 adhered to the share certificates representing all of the outstanding shares that make up the paid-up capital stock of Cemex, S.A.B. de C.V.
On March 12, 2026, holders of Series A and Series B shares of Cemex, S.A.B. de C.V. received $0.013127 Mexican Pesos per share (equivalent to $0.000750 per share) and holders of CPOs received $0.039381 Mexican Pesos per CPO (equivalent to $0.002250 per CPO). On March 19, 2026, holders of ADSs received $0.022500 per ADS in the fourth installment of the cash dividend.
The amount in Mexican Pesos of the fourth installment of the cash dividend paid on March 12, 2026 to holders of Cemex, S.A.B. de C.V.’s Series A and Series B shares, as well as CPOs, was based on an exchange rate of $17.5037 Mexican Pesos to $1.00 published by the Bank of Mexico (Banco de México) on March 10, 2026.
At Cemex, S.A.B. de C.V.’s AGM held on March 26, 2026, a cash dividend of $180 million was declared. The dividend is payable in Dollars to the holders of ADSs and in Mexican Pesos at the exchange rate determined by the Bank of Mexico two business days prior to each payment date to the holders of Series A and Series B shares and CPOs. The dividend will be paid in four equal installments of $45 million each for all the outstanding shares comprising the share capital of Cemex, S.A.B. de C.V. on each payment date, with the first installment being paid on June 18, 2026 against
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coupon 159; the second payment will be due starting September 17, 2026 against coupon 160; the third payment will be due starting December 16, 2026 against coupon 161; and the fourth and final payment will be due starting March 3, 2027 against coupon 162.
Recent Developments Relating to Our Financial Obligations
Peso Bilateral Term Loan repayment
On January 7, 2026, Cemex, S.A.B. de C.V. fully repaid the Ps 6,000 million aggregate principal amount outstanding of the Peso Bilateral Term Loan, as part of our ongoing liability management and capital structure optimization strategy.
Long-Term Notes 3
On February 19, 2026, Cemex, S.A.B. de C.V. issued Ps 5,500 million aggregate principal amount of its long-term notes (certificados bursátiles de largo plazo) with a five-year tenor at a floating annual interest rate of TIIE de Fondeo plus 0.70%, which are registered in Mexico. The Refinancing Guarantors fully and unconditionally guarantee the performance of all of Cemex, S.A.B. de C.V.’s obligations under the Long-Term Notes 3.
Repayment at Maturity of March 2026 EUR Notes
On March 19, 2026, Cemex, S.A.B. de C.V. repaid at maturity €400 million aggregate principal amount outstanding of its 3.125% Senior Notes due 2026, together with accrued and unpaid interest thereon up to, but excluding, the maturity date.
EUAs Forward Program
As of April 20, 2026, the EUAs Forward Program is comprised of 3 million EUAs for the years 2029 to 2035 for an aggregate amount of $348 million.
Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings
Ordinary General Shareholders’ Meeting
On February 6, 2026, Cemex, S.A.B. de C.V. filed with the SEC, the CNBV and the MSE the notice and agenda, and supplemental information for its AGM held on March 26, 2026. The aforementioned documents described the topics to be discussed and voted during the AGM, providing additional context for the items in the agenda.
On February 25, 2026, Cemex, S.A.B. de C.V. published the documents proposed for approval by its shareholders at the AGM. The list of documents included, among others: (i) the proposal for the appointment of the members of Cemex, S.A.B. de C.V.’s Board of Directors, as well as its Executive Chairman, Secretary, and Assistant Secretary, voted on an individual basis as opposed to on a “group slate” basis; (ii) the proposal for the appointment of the members of the Audit Committee, the Corporate Practices and Finance Committee and the Sustainability, Climate Action, Social Impact, and Diversity Committee, as well as their respective chairs, secretaries and assistant secretaries, voted on an individual basis, as opposed to on a “group slate” basis; (iii) the proposal to set, from the date of the AGM held on March 26, 2026 to the date of Cemex, S.A.B. de C.V.’s AGM to be held in 2027, the compensation, as honoraria, for each appointed member of Cemex, S.A.B. de C.V.’s Board of Directors for each meeting they attend, and the compensation, as honoraria, for each member of the Audit Committee, the Corporate Practices and Finance Committee, and the Sustainability, Climate Action, Social Impact, and Diversity Committee, for
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each committee meeting they attend; (iv) the proposal for allocation of profits for the year ended December 31, 2025, including the declaration of a cash dividend of $180 million to be paid in four equal installments; and (v) the proposal to set the amount of $500 million or its equivalent in Mexican Pesos as the maximum amount of resources that, from the date of the AGM until the AGM of Cemex, S.A.B. de C.V. is held in 2027, Cemex, S.A.B. de C.V. may use for the acquisition of its own shares or securities that represent such shares.
On March 27, 2026, Cemex, S.A.B. de C.V. filed with the SEC, the CNBV and the MSE a summary of the resolutions adopted at the AGM. The most significant items that were approved by the shareholders at the AGM were: (i) the appointment of the members of Cemex, S.A.B. de C.V.’s Board of Directors, as well as its Executive Chairman, Secretary, and Assistant Secretary, on an individual basis; (ii) the appointment of the members of the Audit Committee, the Corporate Practices and Finance Committee and the Sustainability, Climate Action, Social Impact, and Diversity Committee, as well as their respective chair, secretaries and assistant secretaries, on an individual basis; (iii) setting the compensation, as honoraria, for each member of Cemex, S.A.B. de C.V.’s Board of Directors for each meeting they attend, and the compensation, as honoraria, for each member of the Audit Committee, the Corporate Practices and Finance Committee, and the Sustainability, Climate Action, Social Impact, and Diversity Committee, for each Committee meeting they attend, from March 26, 2026 to the date of Cemex, S.A.B. de C.V.’s next AGM in 2027; (iv) the allocation of profits for the year ended December 31, 2025, including the declaration of a cash dividend of $180 million to be paid in four equal installments; and (v) setting the amount of $500 million, or its equivalent in Mexican Pesos, as the maximum amount of resources that Cemex, S.A.B. de C.V. may use for the acquisition of its own shares or securities that represent such shares, from the date of the AGM until the next AGM of Cemex, S.A.B. de C.V. is held in 2027.
As a result of the AGM held on March 26, 2026, as of March 26, 2026, (i) the Board of Directors is comprised of 12 members, ten (83%) of which are considered independent under Mexican Securities Market Law (as defined below) criteria; (ii) Rogelio Zambrano Lozano (Executive Chairman), Armando J. García Segovia, Francisco Javier Fernández Carbajal, David Manuel Martínez Guzmán, Everardo Elizondo Almaguer, Marcelo Zambrano Lozano, Ramiro Gerardo Villarreal Morales, Gabriel Jaramillo Sanint, Isabel María Aguilera Navarro, María de Lourdes Melgar Palacios, Isauro Alfaro Alvarez, and Julissa Reynoso Pantaleón are the members of Cemex, S.A.B. de C.V.’s Board of Directors; (iii) Ramiro Gerardo Villarreal Morales (Chair), Gabriel Jaramillo Sanint, and María de Lourdes Melgar Palacios are the members of the Audit Committee of Cemex, S.A.B. de C.V.’s Board of Directors; (iv) Isauro Alfaro Alvarez (Chair), Francisco Javier Fernández Carbajal, and Everardo Elizondo Almaguer are the members of the Corporate Practices and Finance Committee of Cemex, S.A.B. de C.V.’s Board of Directors; (v) Isabel María Aguilera Navarro (Chair), Armando J. García Segovia, Marcelo Zambrano Lozano, and Julissa Reynoso Pantaleón are the members of the Sustainability, Climate Action, Social Impact, and Diversity Committee of Cemex, S.A.B. de C.V.’s Board of Directors; (vi) Roger Saldaña Madero and Guillermo Francisco Hernández Morales are the Secretary and Assistant Secretary, respectively, of Cemex, S.A.B. de C.V.’s Board of Directors and each of its Committees, without being members of the Board of Directors or any of its Committees; (vii) the compensation amount, as honoraria, for each of the 12 members of Cemex, S.A.B. de C.V.’s Board of Directors was set at Ps 586,000.00 for each meeting they attend; and (viii) the compensation amount, as honoraria, for each of the three members of the Audit Committee, each of the three members of the Corporate Practices and Finance Committee, and each of the four members of the Sustainability, Climate Action, Social Impact, and Diversity Committee was set at Ps 141,000.00 for each Committee meeting they attend.
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Regarding the appointment of Julissa Reynoso Pantaleón to Cemex, S.A.B. de C.V.’s Board of Directors pursuant to the resolutions adopted during the AGM held on March 26, 2026, the positions and experience of Julissa Reynoso Pantaleón is as follows:
AGE 50 DIRECTOR SINCE MARCH 2026
Sex Female Citizenship American Nationality American
Type of Board Member Independent
Tenure on Cemex’s Sustainability, Climate Action, Social Impact, and Diversity Committee Since March 2026
JULISSA REYNOSO PANTALEÓN
Board Memberships at Publicly Listed Entities Ms. Reynoso Pantaleón is a member of the Board of Directors of Cemex, S.A.B. de C.V.
Other Current Roles Ms. Reynoso Pantaleón is a partner and a member of the Executive Committee at Winston & Strawn LLP, an international law firm. Ms. Reynoso Pantaleón is based in New York City. Ms. Reynoso Pantaleón also serves as trustee for New York-Presbyterian Hospital and for Columbia University. Ms. Reynoso Pantaleón is part of the Advisory Board of the World in Progress Congress and a full member of the Council of Foreign Relations.
Experience Ms. Reynoso Pantaleón was previously the United States Ambassador to Spain and Andorra, and served as Assistant to the President and the Chief of Staff to Dr. Jill Biden, one of the most senior positions in the White House. Ms. Reynoso Pantaleón is a former United States Ambassador to Uruguay and also served as Deputy Assistant Secretary of State for Central American, Caribbean and Cuban Affairs in the U.S. Department of State. Prior to joining the U.S. Department of State, Ms. Reynoso Pantaleón practiced at major international law firms, where she specialized in antitrust law, international commercial arbitration and international investment arbitration.
Ms. Reynoso Pantaleón is the recipient of the highest diplomatic honors bestowed by several Latin American governments and Spain, and also is the recipient of various public interest awards in the United States, including recognitions from Columbia University, New York University, the North Star Fund, the Legal Aid Society and the Hispanic National Bar Foundation. Ms. Reynoso Pantaleón has served on the boards of several nonprofit and advocacy organizations, and was on the faculty of Columbia Law School and Columbia’s School of International and Public Affairs. Ms. Reynoso Pantaleón has also been on the board of directors of the Lawyers’ Committee for Civil Rights Under the Law, the Truman National Security Project, and the Negotiation Strategies Institute.
Ms. Reynoso Pantaleón is a distinguished attorney and a member of the American Law Institute. Her legal practice has consisted on complex commercial litigation, regulatory enforcement and international arbitration.
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Ms. Reynoso Pantaleón has also provided U.S. and international clients with strategic advice and risk assessment in managing transnational issues, and has advised a wide variety of clients, including governments, financial institutions, companies and individuals on diverse transnational matters involving the energy, media, sports, real estate, food and telecommunications sectors and in analyzing and advising on complex cross-border litigations, investigations, and disputes before U.S. Courts and Agencies. Ms. Reynoso Pantaleón has conducted arbitrations under the major international rules, including ICC and UNCITRAL, and managed bilateral investment treaty disputes under the Dominican Republic-Central America Free Trade Agreement and the North American Free Trade Agreement.
Ms. Reynoso Pantaleón has also been appointed to co-chair the transition committee of a New York State Attorney General, and was also an Associate Director in the New York City Department of Education.
In addition, Ms. Reynoso Pantaleón served as a consultant to the Interamerican Development Bank, as well as to other Programs, Centers and Organizations.
With extensive experience in diverse matters in different countries, primarily related to the United States, together with the wealth of knowledge obtained from the public sector and with leading different organizations, Ms. Reynoso Pantaleón brings to Cemex, S.A.B. de C.V.’s Board of Directors a practical perspective, strategic advice and guidance with regards to regulatory and commercial matters in the United States and internationally, which aligns with Cemex’s overall strategy.
Education Ms. Reynoso Pantaleón has a J.D. from Columbia University’s Law School, a Masters in Philosophy with Distinction in Developments Studies from Emmanuel College, University of Cambridge, and a B.A. from Harvard University, Magna Cum Laude in Government and a Certificate in Latin American Studies.
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As of March 26, 2026, the composition of Cemex, S.A.B. de C.V.’s Board of Directors was as follows:
Sex
As of March 26, 2026, Cemex, S.A.B. de C.V.’s Board of Directors was comprised of 12 members, of which 75% were men and 25% were women.
Tenure (in years as a member of the Board of Directors)
As of March 26, 2026, Cemex, S.A.B. de C.V.’s Board of Directors’ average tenure was 12 years.
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Independence
As of March 26, 2026, Cemex, S.A.B. de C.V.’s Board of Directors was comprised of 12 members, of which 17% were considered to be non-independent and 83% were considered to be independent under Mexican Securities Market Law criteria.
Recent Developments Relating to our Stock Repurchase Program
From February 10, 2026 to February 25, 2026, under the stock repurchase program authorized at its AGM held on March 25, 2025, Cemex, S.A.B. de C.V. repurchased 78,803,711 CPOs, which represented 0.543% of Cemex, S.A.B. de C.V.’s outstanding share capital as of December 31, 2025, at a weighted-average price in Mexican Pesos equivalent to $1.2109 (based on an exchange rate of Ps 18.01 to $1.00 as of December 31, 2025) per CPO, which was equivalent to an amount of $95.42 million (based on an exchange rate of Ps 18.01 to $1.00 as of December 31, 2025), excluding fees and value-added tax. Cemex, S.A.B. de C.V. did not repurchase any other shares of its capital stock or securities representing such shares between January 1, 2026 and the date of this annual report.
Recent Developments Relating to Our Business and Operations
Our Operations in Mexico—Competition
In February 2026, Cruz Azul announced it will reactivate its Hidalgo cement plant, after being idle for the past five years.
Lease of Cement Plants in Nicaragua
As of the date of this annual report, Cemex Nicaragua continues leasing and operating the plants owned by the Government of Nicaragua under an administrative authorization issued by the Government of Nicaragua, while conversations to reach an agreement on a long-term extension to the lease are taking place. In this respect, Cemex Nicaragua remains in compliance with its contractual obligations, including the payment of monthly leasing fees and the maintenance of permits necessary to operate the plant.
Divestment of a Portion of our Operations in Colombia
On March 12, 2026, we announced that we are in the process of divesting certain of our operations in Colombia. The divestment is expected to take place through several separate transactions with different parties, for a combined purchase price of approximately $555 million.
As part of this process, on March 11, 2026, certain of our subsidiaries, as sellers (the “Colombia Sellers”), Cemex, S.A.B. de C.V., as guarantor of certain obligations of the Colombia Sellers, and Holcim, entered into a stock purchase agreement pursuant to which, subject to certain terms and conditions, Holcim will purchase the shares representing the capital stock of certain of our subsidiaries in Colombia, which main assets are a cement plant (Caracolito), a grinding mill (Santa Rosa), and a portfolio of ready-mix concrete, aggregates, mortar, and admixture plants, for a purchase price of $484.5 million, subject to closing adjustments. The transaction with Holcim is currently expected to close at the end of 2026, subject to customary closing conditions, including regulatory approvals. In addition, certain of our subsidiaries are currently negotiating with other third parties for the sale of remaining assets in the same general geographic area that were not included in the transaction with Holcim, which we expect to generate approximately $70 million in additional proceeds.
Assuming completion, following the completion of these transactions, we will retain two cement plants (Maceo and Cúcuta) in Colombia, with a total installed capacity of 1.6 million tons per year, as well as a grinding mill (Clemencia), ready-mix concrete plants, and aggregate quarries.
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True-Up Payment Relating to the Acquisition of our Additional 30% Interest in Couch
Pursuant to the relevant provisions of the agreement relating to our acquisition of an additional 30% interest in Couch announced on October 6, 2025, the Company will make a true-up payment of $12.26 million to the relevant seller in May 2026.
Acquisition of Omega Products International
On February 26, 2026, we announced that we reached an agreement to acquire all assets of Omega Products International, a manufacturer of stucco in the western United States with four production facilities in California, Nevada and Colorado. This transaction closed on March 31, 2026.
Recent Developments Relating to Changes in our Senior Management
Effective January 1, 2026, Ricardo Naya Barba, then-current Executive Vice President of Sustainability and Operations Development, assumed responsibility for Cemex Ventures in addition to his then-current functions; therefore, his position since January 1, 2026 has been Executive Vice President of Sustainability, Operations and Ventures.
Recent Developments Relating to Regulatory Matters and Legal Proceedings
Antitrust Matters
Antitrust Investigations in the Construction Chemicals Sector
On February 19, 2026 and March 23, 2026, the European Commission sent additional requests for information. As of the date of this annual report, due to the current stages of this investigation, we are not able to assess the likely outcome of the investigation as it relates to us or whether it would have a material adverse impact on our results of operations, liquidity, and financial condition.
Environmental Matters
Mexico—Energy Procurement
On January 8, 2026, we were granted the permit from SENER to import pet coke, valid from January 7, 2026 to January 7, 2027.
Europe—EU Emissions Trading
As of the date of this annual report, draft benchmarks to be used as the main calculation factor to determine the level of free allocation an installation may receive are expected to be published in the second quarter of 2026, while final benchmarks are expected to be confirmed early in the third quarter of 2026.
Tax Matters
Spain—Tax Assessment for the years 2006 to 2009
On January 27, 2026, Cemex España received an adverse resolution from the European Court of Human Rights not admitting the recourse against the adverse resolution issued by the Constitutional Court in Spain on June 16, 2025, not admitting its appeal for constitutional protection. As of the date of this annual report, we believe there are no more legal remedies available for Cemex. As of the date of this annual report, notwithstanding the adverse financial effects that have already been accounted for, this recent development is not expected to adversely affect our operations, commercial relationships with clients or suppliers, or our ability to meet our financial obligations.
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Other Legal Proceedings
United Kingdom Claim for Compensation Pursuant to a Compulsory Purchase Order
During January and March 2026, we received the total compensation payable to Cemex pending to be paid in relation to this matter and we recovered all statutory interest and approximately 65% of our legal costs. As of the date of this annual report, this matter has concluded without a material adverse impact on our results of operations, liquidity, and financial condition.
Imposition of Tariffs by the United States
In February 2026, the U.S. Supreme Court held that the IEEPA does not authorize the imposition of tariffs, thereby invalidating the Fentanyl/Immigration Tariffs, Baseline Tariffs, and Country-Specific Reciprocal Tariffs, and the United States ceased collecting these duties.
In February 2026, the United States imposed a 10% tariff on imports from all trading partners under Section 122 of the Trade Act of 1974 (“Section 122”). The United States has signaled an intention to raise the Section 122 tariff rate to the statutory maximum of 15%, but this has not materialized as of the date of this report. The current Section 122 tariff exempts goods that comply with rules of origin established under the USMCA. However, the USMCA will undergo a mandatory review process scheduled for July 2026, which may introduce changes to the agreement’s preferential treatment regime.
In March 2026, the USTR initiated two new Section 301 investigations. The first, launched on March 11, 2026, investigates whether the acts, policies, and practices of 16 economies—including China and Mexico—regarding structural excess capacity and overproduction in manufacturing sectors are unreasonable or discriminatory and burden or restrict U.S. commerce. The second, launched on March 12, 2026, investigates whether 60 economies—including China and Mexico—have failed to impose and effectively enforce bans on the importation of goods produced with forced labor, and to determine if such failures are unreasonable or discriminatory and burden or restrict U.S. commerce. These investigations are expected to conclude and result in the imposition of tariffs by July 24, 2026, concurrent with the expiration of the Section 122 tariffs. The tariff rates applied pursuant to these Section 301 investigations could be equivalent to rates agreed to in trade agreements recently concluded by investigated countries with the United States, as well as the Country-Specific Reciprocal Tariff rates that were in place before the Supreme Court’s decision.
As of the date of this report, according to our interpretation of applicable laws and regulations and the various court rulings, imports of our products from the main countries in which we have operations into the United States and/or from which we generally source products we import into the United States and/or from which products imported into the United States in our industry are generally sourced, are subject to the following tariffs on a country-by-country basis: (i) Mexico and Canada, 0% on USMCA-compliant products and upwards of 50% on aluminum and steel products; (ii) China, 35%, generally; and (iii) other countries, 10%. As of the date of this annual report, we believe that substantially all products we import into the United States from Mexico and Canada as part of our business are compliant with the USMCA.
Recent Developments Relating to Compensation of Cemex, S.A.B. de C.V.’s Directors and Members of Our Senior Management
Variable Compensation Plan
Expected to begin in 2026, senior management’s variable compensation plan will evolve to reflect our performance-driven culture and alignment to shareholder returns. Metrics will transition from Cash Value Added (“CVA”) to a combination of EBIT, free cash flow, and CO2 emissions, with total shareholder return applied as a modifier.
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