5.1)	BUSINESS COMBINATIONS

In January 2021, a subsidiary of CEMEX in Israel acquired two

ready-mix

concrete plants from Kinneret and

Beton-He’Emek

for an amount in shekels equivalent to $6. As of December 31, 2021, based on the preliminary valuation of the fair values of the assets acquired and liabilities assumed, CEMEX determined goodwill of $5.

During the first 6 months of 2020, a subsidiary of CEMEX in Israel acquire

ready-mix

concrete products business from Ashtrom Industries for an amount in shekels equivalent to $33. After the conclusion of the purchase price allocation to the fair values of the assets acquired and liabilities assumed of this business, CEMEX determined goodwill of $2.

5.2)	DISCONTINUED OPERATIONS

On December 29, 2021, through subsidiaries in Colombia and Spain, CEMEX signed an agreement for the sale on a joint-basis-only of its entire operations in Costa Rica and El Salvador with Cementos Progreso Holdings, S.L., for a total consideration of $335 subject to final adjustments. The assets for divestment consist of one cement plant, one grinding station, seven

ready-mix

plants, one aggregates quarry, as well as one distribution center in Costa Rica and one distribution center in El Salvador. The transaction is subject to satisfaction of closing conditions in Costa Rica and El Salvador, including approvals by competition authorities, CEMEX

currently expects to finalize this transaction during the first half of 2022. As of December 31, 2021 the assets and liabilities associated with the operations in Costa Rica and El Salvador were presented in the Statement of Financial Position within the line items of “Assets and liabilities directly related to assets held for sale”, as correspond. CEMEX’s operations of these operations for the years ended December 31, 2021, 2020 and 2019 are reported in the statements of operations, net of income tax, in the single line item “Discontinued operations.”

On July 9, 2021, CEMEX closed the sale agreed with Çimsa Çimento Sanayi Ve Ticaret A.Ş. on March 29, 2019, of its white cement business, except for Mexico and the U.S., for a total consideration of $155, including its Buñol cement plant in Spain and its white cement customer list. As of December 31, 2020 the assets and liabilities associated with the white cement business were presented in the Statement of Financial Position within the line items of “Assets and liabilities directly related to assets held for sale”, as correspond. CEMEX’s operations of these assets in Spain for the period from January 1 to July 9, 2021 and for the years ended December 31, 2020 and 2019 are reported in the statements of operations, net of income tax, in the single line item “Discontinued operations,” including in 2021 a loss on sale of $67 net of the proportional allocation of goodwill of $41.

On March 31, 2021, CEMEX closed the sale of 24 concrete plants and one aggregates quarry in France to LafargeHolcim for $44. These assets are located in the Rhone Alpes region in the Southeast of France, east of CEMEX´s Lyon operations, which the company retained. CEMEX’s operations of these assets in France for the three-month period ended on March 31, 2021 and the years ended December 31, 2020 and 2019 are reported in the statements of operations, net of income tax, in the single line item “Discontinued operations.”

On August 3, 2020, through a subsidiary in the United Kingdom, CEMEX concluded the sale to Breedon Group plc of certain assets for an amount in Pounds equivalent to $230, including $30 of debt. The assets sold consisted of 49

ready-mix

plants, 28 aggregate quarries, four depots, one cement terminal, 14 asphalt plants, four concrete products operations, as well as a portion of CEMEX’s paving solutions business in the United Kingdom. CEMEX retained significant operations in the United Kingdom related with the production and sale of cement,

ready-mix

concrete, aggregates, asphalt and paving solutions, among others. CEMEX’s operations of these assets in the United Kingdom for the period from January 1 to August 3, 2020, including in 2020 a loss on sale of $57 net of the proportional allocation of goodwill of $47, and the year ended December 31, 2019 are reported in the statements of operations, net of tax, in the single line item “Discontinued operations.”

On March 6, 2020, CEMEX concluded the sale to Eagle Materials Inc. of its U.S. subsidiary Kosmos Cement Company (“Kosmos”), a partnership with a subsidiary of Buzzi Unicem S.p.A. in which CEMEX held a 75% interest, for a total consideration of $665, of which the proceeds to CEMEX were $499. The assets sold consisted of Kosmos’ cement plant in Louisville, Kentucky, as well as related assets which include seven distribution terminals and raw material reserves. CEMEX’s operations of these assets in the United States for the period from January 1 to March 6, 2020, including in 2020 a gain on sale of $14 net of the proportional allocation of goodwill of $291, and the year ended December 31, 2019 are reported in the statements of operations, net of income tax, in the single line item “Discontinued operations.”

On June 28, 2019, CEMEX concluded with several counterparties the sale of its

ready-mix

and aggregates business in the central region of France for an aggregate price in euro equivalent to $36. CEMEX’s operations of

these

disposed assets in France for the period from January 1 to June 28, 2019 are reported in the statements of operations, net of income tax, in the single line item “Discontinued operations,” including in 2019 a gain on sale of $17 net of a proportional allocation of goodwill related to this reporting segment of $8.

On May 31, 2019, CEMEX concluded the sale of its aggregates and

ready-mix

assets in the North and North-West regions of Germany to GP Günter Papenburg AG for a price in euro equivalent to $97. The assets divested in Germany consisted of four aggregates quarries and four

ready-mix

facilities in North Germany, and nine aggregates quarries and 14

ready-mix

facilities in North-West Germany. CEMEX’s operations of these assets in Germany for the period from January 1 to May 31, 2019 are reported in the statements of operations, net of income tax, in the single line item “Discontinued operations,” including in 2019 a gain on sale of $59.

On March 29, 2019, CEMEX closed the sale of assets in the Baltics and Nordics to the German building materials group Schwenk Zement KG for a price in euro equivalent to $387. The Baltic assets divested consisted of one cement production plant in Broceni, four aggregates quarries, two cement quarries, six

ready-mix

plants, one marine terminal and one land distribution terminal in Latvia. The assets divested also included CEMEX’s 37.8%

non-controlling

interest in Akmenes Cementas AB owner of a cement production plant in Akmene in Lithuania, as well as the exports business to Estonia. The Nordic assets divested consisted of three import terminals in Finland, four import terminals in Norway and four import terminals in Sweden. CEMEX’s operations of these disposed assets for the period from January 1 to March 29, 2019 are reported in the statements of operations, net of income tax, in the single line item “Discontinued operations,” including in 2019 a gain on sale of $66.

The following table presents condensed combined information of the statement of financial position for the assets held for sale in 2021 related to the operating segments in Costa Rica and El Salvador and in 2020 related to the white cement business in Spain, as mentioned above:


	2021		2020

Current assets	$	29		4
Non-current assets		48		103

Total assets of the disposal group		77		107
Current liabilities		31		—
Non-current liabilities		8		—

Total liabilities directly related to disposal group		39		—

Total net assets of disposal group	$	38		107

In addition, the following table present

condensed combined information of the statements of operations of CEMEX’s discontinued operations previously mentioned in: a) Costa Rica and El Salvador for the years ended December 31, 2021, 2020 and 2019; b) Spain related to the white cement business for the period from January 1 to July 9, 2021 and for the years ended December 31, 2020 and 2019; c) France related to the Rhone Alpes region for the three-month period ended March 31, 2021 and the years ended December 31, 2020 and 2019; d) the United Kingdom for the period from January 1 to August 3, 2020 and for the year ended December 31, 2019; e) the United States for the period from January 1 to March 6, 2020 and for the year ended December 31, 2019; f)

France related to the central region for the period from January 1 to June 28, 2019; g) Germany for the period from January 1 to May 31, 2019; and h) the Baltics and Nordics for the period from January 1 to March 29,

2019.


	2021			2020			2019

Revenues	$	185			346			744
Cost of sales and operating expenses		(150	)		(308	)		(673	)
Other income (expenses), net		(12	)		(18	)		(11	)
Financial expenses, net and others		11			9			(6	)

Earnings before income tax		34			29			54
Income tax		(40	)		(83	)		(11	)

Result of discontinued operations		(6	)		(54	)		43
Net disposal result		(4	)		(45	)		55

Net result of discontinued operations	$	(10	)		(99	)		98

Reportable segments represent the components of CEMEX that engage in business activities from which CEMEX may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s top management to make decisions about resources to be allocated to the segments and assess their performance, and for which discrete financial information is available. CEMEX operates geographically and by business on a regional basis.

Beginning April 1, 2020 and for subsequent periods, the geographical regions Europe and Asia, Middle East and Africa (“AMEA”) were merged and reorganized under a single regional president and was denominated Europe, Middle East, Africa and Asia (“EMEAA”). For the reported periods, the Company’s operations were organized in four geographical regions, each under the supervision of a regional president, as follows: 1) Mexico, 2) United States, 3) EMEAA and 4) South, Central America and the Caribbean (“SCA&C”). The accounting policies applied to determine the financial information by reportable segment are consistent with those described in note 3.

Considering similar regional and economic characteristics and/or materiality, certain countries have been aggregated and presented as single line items as follows: a) “Rest of EMEAA” refers mainly to CEMEX’s operations and activities in the Czech Republic, Croatia, Egypt and the United Arab Emirates; b) “Rest of SCA&C” refers mainly to CEMEX’s operations and activities in Costa Rica, Puerto Rico, Nicaragua, Jamaica, the Caribbean, Guatemala and El Salvador, excluding the operations of Trinidad Cement Limited (“TCL”) and TCL’s subsidiaries; and c) “Caribbean TCL” refers to TCL’s operations mainly in Trinidad and Tobago, Jamaica, Guyana and Barbados. The segment “Others” refers to: 1) cement trade maritime operations, 2) Neoris N.V., CEMEX’s subsidiary involved in the business of information technology solutions, 3) the Parent Company, other corporate entities and finance subsidiaries, and 4) other minor subsidiaries with different lines of business. As of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019 and the selected financial information by reportable segment and line of business included in the tables below, CEMEX’s

reportable segments in Costa Rica and El Salvador, part of the SCA&C region, are presented in the line items of discontinued operations and/or assets held for sale and related liabilities, as correspond, jointly with the other discontinued operations previously described (note 5.2). As of the reporting date, the operating segment in Poland has been separated from the Rest of EMEAA considering its materiality within this region. The tables of financial information by reportable segment and line of business as of December 31, 2020 and for the years 2020 and 2019 were reformulated to consider this new presentation.

Selected information of the consolidated statements of operations by reportable segment for the years 2021, 2020 and 2019, excluding the share of profits of equity accounted investees by reportable segment that is included in the note 15.1, was as follows:


2021	Revenues (including intragroup transactions)		Less: Intragroup transactions		Revenues		Operating EBITDA		Less: Depreciation and amortization		Operating earnings before other expenses, net		Other expenses, net		Financial expense		Other financing items, net
Mexico	$	3,466		(142)		3,324		1,164		161		1,003		(43)		(29)		2
United States		4,359		(4)		4,355		778		464		314		(127)		(47)		(19)
EMEAA
United Kingdom		940		—		940		141		69		72		(3)		(8)		(17)
France		863		—		863		93		50		43		(6)		(11)		—
Germany		472		(43)		429		69		28		41		—		(2)		(2)
Poland		405		(6)		399		73		25		48		(4)		(2)		1
Spain		359		(25)		334		(6)		33		(39)		(331)		(3)		51
Philippines 1		424		—		424		114		40		74		(1)		17		(2)
Israel		785		—		785		114		45		69		(1)		(4)		2
Rest of EMEAA		618		(5)		613		87		56		31		(110)		(3)		1
SCA&C
Colombia 2		437		—		437		87		26		61		(19)		(7)		(12)
Panama 2		121		(23)		98		31		16		15		(2)		—		—
Caribbean TCL 3		280		(7)		273		65		19		46		(1)		(6)		(6)
Dominican Republic		299		(8)		291		128		7		121		3		—		(1)
Rest of SCA&C 2		465		(21)		444		110		13		97		(5)		(2)		(3)
Others		1,790		(1,251)		539		(187)		75		(262)		534		(555)		(73)

Continuing operations		16,083		(1,535)		14,548		2,861		1,127		1,734		(116)		(662)		(78)
Discontinued operations		185		—		185		44		9		35		(12)		—		11

Total	$	16,268		(1,535)		14,733		2,905		1,136		1,769		(128)		(662)		(67)


2020	Revenues (including intragroup transactions)		Less: Intragroup transactions			Revenues		Operating EBITDA			Less: Depreciation and amortization		Operating earnings before other expenses, net			Other expenses, net			Financial expense			Other financing items, net
Mexico	$	2,812		(134	)		2,678		931			148		783			(46	)		(31	)		(4	)
United States		3,994		(1	)		3,993		747			440		307			(1,350	)		(53	)		(20	)
EMEAA
United Kingdom		739		—			739		88			67		21			(73	)		(9	)		(77	)
France		754		—			754		71			48		23			(1	)		(12	)		3
Germany		489		(37	)		452		67			28		39			(3	)		(2	)		(3	)
Poland		377		(7	)		370		74			25		49			(1	)		(2	)		1
Spain		319		(16	)		303		25			39		(14	)		(195	)		(3	)		(9	)
Philippines 1		398		—			398		118			46		72			(1	)		2			2
Israel		754		—			754		115			28		87			—			(4	)		1
Rest of EMEAA		582		(9	)		573		75			56		19			(26	)		(3	)		(22	)
SCA&C
Colombia 2		404		—			404		86			25		61			(14	)		(5	)		(13	)
Panama 2		80		(7	)		73		12			16		(4	)		(19	)		(1	)		1
Caribbean TCL 3		251		(7	)		244		65			22		43			(9	)		(6	)		(8	)
Dominican Republic		229		(11	)		218		84			8		76			(5	)		(1	)		4
Rest of SCA&C 2		393		(3	)		390		100			15		85			(38	)		(2	)		7
Others		941		(470	)		471		(237	)		99		(336	)		14			(645	)		19

Continuing operations		13,516		(702	)		12,814		2,421			1,110		1,311			(1,767	)		(777	)		(118	)
Discontinued operations		360		(14	)		346		53			15		38			(18	)		—			9

Total	$	13,876		(716	)		13,160		2,474			1,125		1,349			(1,785	)		(777	)		(109	)


2019	Revenues (including intragroup transactions)		Less: Intragroup transactions			Revenues		Operating EBITDA			Less: Depreciation and amortization		Operating earnings before other expenses, net			Other expenses, net			Financial expense			Other financing items, net
Mexico	$	2,897		(105	)		2,792		969			159		810			(48	)		(36	)		(1	)
United States		3,780		—			3,780		629			392		237			(22	)		(64	)		(13	)
EMEAA
United Kingdom		749		—			749		119			69		50			(2	)		(11	)		(17	)
France		825		—			825		89			48		41			(5	)		(11	)		1
Germany		439		(25	)		414		65			28		37			3			(3	)		(4	)
Poland		350		(2	)		348		56			24		32			—			(2	)		—
Spain		319		(25	)		294		16			34		(18	)		(8	)		(2	)		2
Philippines 1		458		—			458		117			38		79			1			6			4
Israel		660		—			660		89			23		66			–			(2	)		1
Rest of EMEAA		608		(12	)		596		74			46		28			(7	)		(5	)		26
SCA&C
Colombia 2		504		—			504		90			29		61			(21	)		(4	)		(3	)
Panama 2		181		(2	)		179		48			17		31			(9	)		(1	)		—
Caribbean TCL 3		248		(8	)		240		56			23		33			(2	)		(6	)		(4	)
Dominican Republic		245		(17	)		228		84			9		75			(1	)		—			—
Rest of SCA&C 2		383		(3	)		380		68			15		53			(57	)		(3	)		1
Others		1,089		(577	)		512		(231	)		85		(316	)		(156	)		(567	)		(58	)

Continuing operations		13,735		(776	)		12,959		2,338			1,039		1,299			(334	)		(711	)		(65	)
Discontinued operations		759		(15	)		744		128			57		71			(11	)		—			(6	)

Total	$	14,494		(791	)		13,703		2,466			1,096		1,370			(345	)		(711	)		(71	)

CEMEX’s operations in the Philippines are mainly conducted through CEMEX Holdings Philippines, Inc. (“CHP”), a Philippine company whose shares trade on the Philippines Stock Exchange. As of December 31, 2021 and 2020, there is a

non-controlling

interest in CHP of 22.16% of its ordinary shares (note 22.4).

CEMEX Latam Holdings, S.A. (“CLH”), a company incorporated in Spain, trades its ordinary shares on the Colombian Stock Exchange. CLH is the indirect holding company of CEMEX’s operations in Colombia, Panama, Costa Rica, Guatemala, Nicaragua and El Salvador. At year end 2021 and 2020, there is a

non-controlling

interest in CLH of 7.74% and 7.63%, respectively, of its ordinary shares, excluding shares held in CLH’s treasury (note 22.4).

3	The shares of TCL trade on the Trinidad and Tobago Stock Exchange. As of December 31, 2021 and 2020, there is a non-controlling interest in TCL of 30.17% of its ordinary shares in both years (note 22.4).

Debt by reportable segment is disclosed in note 18.1. As of December 31, 2021 and 2020, selected statement of financial position information by reportable segment was as follows:


2021	Equity accounted investees		Other segment assets		Total assets		Total liabilities		Net assets by segment			Additions to fixed assets 1

Mexico	$	—		3,785		3,785		1,513		2,272			190
United States		159		12,651		12,810		2,707		10,103			373
EMEAA
United Kingdom		6		1,585		1,591		1,220		371			94
France		41		952		993		476		517			44
Germany		3		398		401		287		114			29
Poland		1		321		322		126		196			29
Spain		—		704		704		240		464			34
Philippines		—		777		777		153		624			89
Israel		—		776		776		526		250			45
Rest of EMEAA		9		798		807		287		520			66
SCA&C
Colombia		—		962		962		477		485			27
Panama		—		282		282		88		194			9
Caribbean TCL		—		498		498		219		279			22
Dominican Republic		—		192		192		87		105			15
Rest of SCA&C		—		262		262		173		89			15
Others		316		1,031		1,347		7,761		(6,414	)		13

Total		535		25,974		26,509		16,340		10,169			1,094
Assets held for sale and related liabilities (note 14.1)		—		141		141		39		102			5

Total consolidated	$	535		26,115		26,650		16,379		10,271			1,099


2020	Equity accounted investees		Other segment assets		Total assets		Total liabilities		Net assets by segment			Additions to fixed assets 1
Mexico	$	—		3,837		3,837		1,523		2,314			144
United States		146		12,296		12,442		2,490		9,952			284
EMEAA
United Kingdom		6		1,507		1,513		1,368		145			55
France		53		999		1,052		585		467			62
Germany		4		412		416		357		59			24
Poland		1		319		320		134		186			19
Spain		—		1,023		1,023		230		793			22
Philippines		—		761		761		158		603			82
Israel		—		769		769		507		262			28
Rest of EMEAA		8		853		861		283		578			32
SCA&C
Colombia		—		1,105		1,105		514		591			14
Panama		—		295		295		78		217			3
Caribbean TCL		—		493		493		258		235			16
Dominican Republic		—		158		158		66		92			2
Rest of SCA&C		—		333		333		162		171			7
Others		292		1,568		1,860		9,754		(7,894	)		1

Total		510		26,728		27,238		18,467		8,771			795
Assets held for sale and related liabilities (note 14.1)		—		187		187		6		181			—

Total consolidated	$	510		26,915		27,425		18,473		8,952			795

1	In 2021 and 2020, the column “Additions to fixed assets” includes capital expenditures, which comprises acquisitions of property, machinery and equipment as well as additions of assets for the right-of-use, for combined amounts of $1,099 and $795, respectively (note 16).

As of the reporting date, the Urbanization Solutions line of business, comprising complementary solutions to solve urban needs such as admixtures for decoration, building, landscaping and renovation purposes as well as variety of mortars and water-repelling and water-retaining agents and stabilizers, among others, was separated from “Others” considering its materiality for CEMEX’s management. The tables of revenues by line of business for the years 2020 and 2019 were reformulated to consider this new presentation.

Revenues by line of business and reportable segment for the years ended December 31, 2021, 2020 and 2019 were as follows:


2021	Cement		Concrete		Aggregates		Urbanization solutions		Others		Eliminations			Revenues

Mexico	$	2,412		733		208		810		14		(853	)		3,324
United States		1,731		2,479		1,005		558		13		(1,431	)		4,355
EMEAA
United Kingdom		270		311		377		200		53		(271	)		940
France		—		682		397		6		—		(222	)		863
Germany		210		204		65		30		69		(149	)		429
Poland		272		154		38		6		1		(72	)		399
Spain		256		93		31		23		—		(69	)		334
Philippines		423		—		—		4		1		(4	)		424
Israel		—		657		199		89		27		(187	)		785
Rest of EMEAA		423		232		47		14		21		(124	)		613
SCA&C
Colombia		309		130		36		58		21		(117	)		437
Panama		103		16		5		7		1		(34	)		98
Caribbean TCL		271		5		7		4		6		(20	)		273
Dominican Republic		240		16		—		44		8		(17	)		291
Rest of SCA&C		400		20		6		24		1		(7	)		444
Others		—		—		—		—		1,790		(1,251	)		539

Continuing operations		7,320		5,732		2,421		1,877		2,026		(4,828	)		14,548
Discontinued operations		156		23		7		3		3		(7	)		185

Total	$	7,476		5,755		2,428		1,880		2,029		(4,835	)		14,733


2020	Cement		Concrete		Aggregates		Urbanization solutions		Others		Eliminations			Revenues
Mexico	$	2,001		628		172		590		14		(727	)		2,678
United States		1,599		2,255		954		468		13		(1,296	)		3,993
EMEAA
United Kingdom		201		274		314		176		53		(279	)		739
France		—		647		340		—		—		(233	)		754
Germany		210		202		69		31		69		(129	)		452
Poland		244		142		39		6		1		(62	)		370
Spain		233		83		24		18		—		(55	)		303
Philippines		398		—		—		2		1		(3	)		398
Israel		—		623		195		81		27		(172	)		754
Rest of EMEAA		400		220		42		11		21		(121	)		573
SCA&C
Colombia		294		119		34		44		21		(108	)		404
Panama		67		14		4		4		1		(17	)		73
Caribbean TCL		245		5		7		2		6		(21	)		244
Dominican Republic		185		15		5		31		8		(26	)		218
Rest of SCA&C		359		3		6		19		1		2			390
Others		—		—		—		—		947		(476	)		471

Continuing operations		6,436		5,230		2,205		1,483		1,183		(3,723	)		12,814
Discontinued operations		167		90		77		3		56		(47	)		346

Total	$	6,603		5,320		2,282		1,486		1,239		(3,770	)		13,160


2019	Cement		Concrete		Aggregates		Urbanization solutions			Others		Eliminations			Revenues
Mexico	$	2,009		798		196		542			76		(829	)		2,792
United States		1,608		2,189		917		437			15		(1,386	)		3,780
EMEAA
United Kingdom		227		310		290		141			126		(345	)		749
France		—		720		355		—			20		(270	)		825
Germany		192		184		62		29			93		(146	)		414
Poland		209		141		43		5			7		(57	)		348
Spain		228		86		23		20			4		(67	)		294
Philippines		457		—		—		2			1		(2	)		458
Israel		—		554		166		59			43		(162	)		660
Rest of EMEAA		400		237		47		10			14		(112	)		596
SCA&C
Colombia		363		176		53		43			25		(156	)		504
Panama		141		49		15		13			2		(41	)		179
Caribbean TCL		241		9		5		—			12		(27	)		240
Dominican Republic		194		27		8		24			10		(35	)		228
Rest of SCA&C		329		36		8		16			2		(11	)		380
Others		—		—		—		(1	)		1,091		(578	)		512

Continuing operations		6,598		5,516		2,188		1,340			1,541		(4,224	)		12,959
Discontinued operations		348		157		174		2			89		(26	)		744

Total	$	6,946		5,673		2,362		1,342			1,630		(4,250	)		13,703